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Management Buyout Agreement Template for Indonesia

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Key Requirements PROMPT example:

Management Buyout Agreement

"I need a Management Buyout Agreement under Indonesian law for a mid-sized manufacturing company, where three senior executives will purchase 100% of shares from the current family owners, with completion planned for March 2025 and including external bank financing."

Document background
The Management Buyout Agreement is a crucial document used when a company's existing management team seeks to acquire ownership from current shareholders. This agreement, structured under Indonesian law and regulatory framework, particularly Law No. 40 of 2007 on Limited Liability Companies, details the complete transaction process from initial terms through to completion. It includes essential elements such as purchase price mechanics, warranties, representations, conditions precedent, and completion obligations. The document must comply with Indonesian investment laws, capital market regulations (if applicable), and relevant sector-specific requirements. It's particularly important in scenarios where business continuity and management expertise are valued, while providing a structured exit for existing shareholders. The agreement typically includes provisions for financing arrangements, regulatory approvals, and post-completion management obligations.
Suggested Sections

1. Parties: Identification of the selling shareholders, purchasing management team, and the target company

2. Background: Context of the transaction, current ownership structure, and purpose of the management buyout

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase Agreement: Core transaction terms including shares/assets being purchased and basic deal structure

5. Purchase Price and Payment Terms: Detailed breakdown of purchase price, payment structure, and any earnout or adjustment mechanisms

6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction

7. Completion Mechanics: Step-by-step process for closing the transaction

8. Sellers' Warranties and Representations: Warranties regarding the company, its assets, and liabilities

9. Buyers' Warranties and Representations: Warranties from the management team regarding their capacity and funding

10. Pre-Completion Obligations: Obligations of all parties between signing and completion

11. Post-Completion Obligations: Continuing obligations after the transaction closes

12. Non-Competition and Non-Solicitation: Restrictions on sellers' future business activities

13. Confidentiality: Provisions regarding confidential information and announcements

14. Tax Matters: allocation of tax liabilities and tax-related indemnities

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Financing Arrangements: Include when external financing is part of the transaction structure

2. Employee Matters: Include when specific employee arrangements or transitions need to be addressed

3. Intellectual Property Rights: Include when IP is a significant component of the business

4. Real Estate Provisions: Include when real estate assets are material to the transaction

5. Regulatory Compliance: Include when specific regulatory approvals or compliance measures are required

6. Environmental Matters: Include for businesses with significant environmental considerations

7. Transitional Services: Include when sellers will provide post-completion support services

8. Management Incentive Plans: Include when new management incentive schemes are part of the transaction

Suggested Schedules

1. Schedule 1: Details of the Company: Corporate information, shareholding structure, and subsidiaries

2. Schedule 2: Purchase Price Calculation: Detailed methodology for calculating the final purchase price

3. Schedule 3: Conditions Precedent: Detailed list of all conditions that must be satisfied

4. Schedule 4: Completion Obligations: Detailed list of actions and documents required at completion

5. Schedule 5: Warranties: Comprehensive list of warranties given by the sellers

6. Schedule 6: Properties: Details of all real estate owned or leased by the company

7. Schedule 7: Material Contracts: List and details of key business contracts

8. Schedule 8: Intellectual Property: Details of all IP owned or licensed by the company

9. Schedule 9: Employee Information: Details of key employees and employment terms

10. Appendix A: Form of Resignation Letters: Template resignation letters for departing directors

11. Appendix B: Form of Board Resolutions: Template board resolutions approving the transaction

12. Appendix C: Disclosure Letter: Sellers' disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












































Clauses















































Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Transportation and Logistics

Consumer Goods

Energy and Resources

Agriculture

Construction

Hospitality

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Strategy

Operations

Treasury

Corporate Secretariat

Human Resources

Tax

Internal Audit

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Finance Director

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Director

Operations Director

Board Member

Financial Controller

Head of Compliance

Risk Manager

Corporate Development Manager

Strategy Director

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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