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Share Subscription And Shareholders Agreement
"I need a Share Subscription And Shareholders Agreement under Indonesian law for a foreign technology investor acquiring 25% stake in our e-commerce company, with specific provisions for board representation and technology transfer requirements, to be completed by March 2025."
1. Parties: Identification of all parties including the Company, existing shareholders, and new subscribers
2. Background: Context of the agreement, current company structure, and purpose of the share subscription
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Subscription Terms: Details of share subscription including number of shares, price, payment terms and conditions precedent
5. Completion: Process and requirements for completing the share subscription, including timing and deliverables
6. Warranties and Representations: Warranties from the company, existing shareholders, and new subscribers
7. Share Capital and Further Issues: Structure of share capital, classes of shares, and process for future share issues
8. Transfer of Shares: Restrictions on share transfers and process for permitted transfers
9. Pre-emptive Rights: Existing shareholders' rights to maintain their percentage ownership in future share issues
10. Board of Directors and Commissioners: Composition, appointment, removal, and powers of the board, complying with Indonesian dual-board system
11. Shareholders Meetings: Procedures for general meetings, voting rights, and reserved matters
12. Dividend Policy: Framework for declaring and distributing dividends
13. Confidentiality: Obligations regarding confidential information and company secrets
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. Anti-Dilution Protection: Include for venture capital or sophisticated investors requiring protection against future down rounds
4. Foreign Investment Provisions: Include when foreign investors are involved, addressing Indonesian foreign investment restrictions
5. Deadlock Resolution: Include when there are equal shareholdings or voting rights
6. Non-Compete and Non-Solicitation: Include when shareholders are involved in similar businesses or management
7. Intellectual Property Rights: Include when the company has significant IP assets
8. Management Provisions: Include detailed management structure when investors require specific management rights
1. Schedule 1: Company Information: Details of company registration, licenses, and corporate structure
2. Schedule 2: Capitalization Table: Pre and post-subscription shareholding structure
3. Schedule 3: Subscription Details: Detailed breakdown of share subscription terms, pricing, and payment schedule
4. Schedule 4: Warranties: Comprehensive list of warranties given by the company and existing shareholders
5. Schedule 5: Reserved Matters: List of decisions requiring special approval from shareholders or board
6. Schedule 6: Completion Deliverables: Documents and actions required for completion of the subscription
7. Schedule 7: Key Management: Details of key management positions and initial appointees
8. Schedule 8: Business Plan: Company's business plan and financial projections
9. Appendix A: Board Regulations: Detailed procedures for board meetings and decision-making
10. Appendix B: Share Certificate Form: Template for share certificates complying with Indonesian requirements
Authors
Technology
Manufacturing
Financial Services
Real Estate
Consumer Goods
Healthcare
Energy
Infrastructure
Agriculture
Mining
E-commerce
Education
Transportation
Telecommunications
Retail
Professional Services
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Executive Management
Board of Directors
Board of Commissioners
Investment
Corporate Development
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Director
Managing Director
Finance Director
Legal Director
Board Director
Commissioner
Investment Manager
Corporate Lawyer
Legal Counsel
Company Secretary
Compliance Officer
Risk Manager
Financial Controller
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