Shareholder Investment Agreement Template for Philippines

The Shareholder Investment Agreement is a crucial document used when a company seeks to bring in new investors while establishing clear terms for the investment relationship. It is particularly important in the Philippine context, where both domestic and foreign investments must comply with specific regulatory requirements under the Revised Corporation Code and Foreign Investments Act. The agreement typically comes into play during funding rounds, strategic investments, or when restructuring ownership, serving as the primary document governing the relationship between the company, its existing shareholders, and new investors. It details critical aspects such as investment terms, shareholder rights, corporate governance mechanisms, and exit provisions, while ensuring compliance with Philippine securities laws and regulatory requirements. This document is essential for protecting all parties' interests and providing a clear framework for the company's ownership and management structure.

1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investor(s)

2. Background: Context of the investment, including brief company history and purpose of the investment

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Terms: Details of the investment including share price, number of shares, payment terms, and closing conditions

5. Representations and Warranties: Statements of fact by the company and existing shareholders about the company's condition

6. Pre-Completion Obligations: Actions required before the investment is completed

7. Completion Mechanics: Process and requirements for completing the investment

8. Shareholder Rights: Rights attached to shares, including voting, dividends, and information rights

9. Corporate Governance: Board composition, management structure, and decision-making processes

10. Transfer Restrictions: Limitations on share transfers and processes for permitted transfers

11. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership

12. Tag-Along and Drag-Along Rights: Rights related to sale of shares to third parties

13. Confidentiality: Obligations regarding confidential information

14. Term and Termination: Duration of the agreement and circumstances for termination

15. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution