The Co-Sale Agreement is a fundamental document in Hong Kong corporate practice, typically implemented in private companies with multiple shareholders where minority investor protection is crucial. It is commonly used in startup and growth company contexts, particularly when companies raise multiple rounds of funding or have professional investors. The agreement provides minority shareholders with tag-along rights, allowing them to join in when majority shareholders sell their shares, thus preventing them from being stranded with potentially less valuable minority positions. The document includes detailed provisions on transfer mechanics, valuation methodologies, and procedural requirements, all structured within the Hong Kong legal framework. This type of agreement is often negotiated alongside investment agreements and shareholders' agreements, forming part of a comprehensive suite of corporate governance documents.
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1. Parties: Identification of the majority shareholders, minority shareholders, and the company
2. Background: Context of the agreement, including current shareholding structure and purpose of the co-sale rights
3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Transfer', 'Co-Sale Notice', 'Fair Market Value', etc.
4. Co-Sale Rights: Core provision establishing the right of minority shareholders to participate in sales by majority shareholders
5. Notice Requirements: Procedures and timeframes for notifying minority shareholders of proposed transfers
6. Exercise of Co-Sale Rights: Process and timeline for minority shareholders to exercise their co-sale rights
7. Transfer Terms: Requirements that transfer terms for minority shareholders must be same as majority shareholders
8. Completion Mechanics: Procedures for executing the co-sale, including timing, documentation, and payment
9. Representations and Warranties: Standard representations regarding authority, ownership, and compliance
10. Confidentiality: Obligations to keep terms of agreement and potential transactions confidential
11. Governing Law and Jurisdiction: Specification of Hong Kong law and courts' jurisdiction
12. General Provisions: Standard boilerplate including notices, amendments, and severability
1. Right of First Refusal: Optional provision giving existing shareholders right to purchase shares before they can be sold to third parties
2. Drag-Along Rights: Complementary provision allowing majority shareholders to force minority shareholders to join in a sale
3. Fair Value Determination: Detailed mechanism for determining share value if parties cannot agree
4. Non-Compete and Non-Solicit: Restrictions on shareholders' competitive activities, used when shareholders are also executives
5. Tax Provisions: Specific provisions dealing with tax implications of co-sale transactions
6. Assignment and Transfer: Provisions regarding ability to assign rights under the agreement, particularly relevant for corporate shareholders
1. Schedule 1 - Current Shareholding Structure: Details of all shareholders and their current shareholdings
2. Schedule 2 - Form of Co-Sale Notice: Template notice to be used by majority shareholders when initiating a sale
3. Schedule 3 - Form of Exercise Notice: Template notice for minority shareholders to exercise co-sale rights
4. Schedule 4 - Deed of Adherence: Form for new shareholders to sign up to the agreement
5. Schedule 5 - Calculation of Fair Market Value: Methodology and procedures for share valuation
6. Appendix A - Board Resolutions: Required board approvals and resolutions for implementing the agreement
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