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Private Equity Shareholders Agreement for Malta

Private Equity Shareholders Agreement Template for Malta

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Private Equity Shareholders Agreement

"I need a Private Equity Shareholders Agreement under Maltese law for a majority investment (65% stake) in a technology company, with specific provisions for founder vesting and a planned IPO exit by March 2025."

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Private Equity Shareholders Agreement

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What is a Private Equity Shareholders Agreement?

The Private Equity Shareholders Agreement under Maltese law is a fundamental document used when a private equity fund makes an investment in a portfolio company. It serves as the primary instrument governing the relationship between the PE investor and other shareholders, typically implemented following the completion of due diligence and alongside the investment's closing. The agreement is particularly important in Malta's sophisticated financial services environment, where it must comply with both local corporate law requirements and EU regulations. It includes comprehensive provisions on corporate governance, shareholder rights, exit mechanisms, and investor protections, making it essential for structuring private equity investments through Malta's jurisdiction. The document is especially relevant given Malta's growing role as a financial services hub and its favorable legal framework for investment structures.

What sections should be included in a Private Equity Shareholders Agreement?

1. Parties: Identification of all shareholders, including the PE investor(s) and other shareholders, with full legal names and addresses

2. Background: Context of the investment, company information, and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Completion and Capital Structure: Details of the investment completion, share classes, and capital structure post-investment

5. Board Composition and Governance: Board structure, appointment rights, voting mechanisms, and corporate governance requirements

6. Reserved Matters: List of decisions requiring special approval from the PE investor

7. Information Rights: PE investor's rights to financial and operational information, including reporting requirements

8. Share Transfer Restrictions: Limitations on share transfers, including lock-up periods and transfer approval requirements

9. Exit Rights: Provisions regarding exit mechanisms, including drag-along and tag-along rights

10. Anti-dilution Protection: Protections for maintaining the PE investor's percentage ownership

11. Dividends and Distribution Policy: Rules governing dividend declarations and profit distributions

12. Confidentiality: Obligations regarding confidential information and trade secrets

13. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

14. Representations and Warranties: Standard representations and warranties from all parties

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

16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

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

What sections are optional to include in a Private Equity Shareholders Agreement?

1. Management Incentive Plan: Details of any management equity participation scheme, used when management incentivization is part of the deal structure

2. Preference Share Rights: Specific rights attached to preference shares, included when the investment includes preferred equity

3. Strategic Committee: Constitution and powers of any strategic committee, used in larger investments requiring additional oversight

4. Environmental, Social and Governance (ESG): ESG requirements and reporting, included when the PE investor has specific ESG policies

5. AIFMD Compliance: Specific provisions for compliance with AIFMD, required when the PE fund falls under AIFMD regulations

6. Co-Investment Rights: Terms for co-investment opportunities, included when future co-investment is contemplated

7. Founder Vesting: Vesting provisions for founder shares, used when founders are required to earn their equity over time

What schedules should be included in a Private Equity Shareholders Agreement?

1. Schedule 1: Company Information: Detailed corporate information including share capital, directors, and material contracts

2. Schedule 2: Completion Requirements: Detailed list of conditions precedent and completion deliverables

3. Schedule 3: Reserved Matters List: Comprehensive list of matters requiring PE investor approval

4. Schedule 4: Business Plan: Initial business plan and key performance indicators

5. Schedule 5: Form of Deed of Adherence: Template for new shareholders joining the agreement

6. Schedule 6: Anti-corruption and Sanctions Compliance: Detailed compliance requirements and procedures

7. Schedule 7: Reporting Requirements: Detailed financial and operational reporting templates and timelines

8. Schedule 8: Tag and Drag Procedures: Detailed procedures for implementing tag-along and drag-along rights

9. Appendix A: Initial Cap Table: Post-investment capitalization table showing all shareholdings

10. Appendix B: Key Management Positions: List of key management positions and initial holders

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

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Relevant Industries

Financial Services

Technology

Healthcare

Manufacturing

Real Estate

Retail

E-commerce

Gaming and iGaming

Maritime

Professional Services

Energy

Telecommunications

Hospitality and Tourism

Biotechnology

Software and IT

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Risk Management

Board of Directors

Executive Management

Corporate Secretariat

Due Diligence

Business Development

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Corporate Lawyer

Private Equity Partner

Investment Manager

Portfolio Manager

Company Secretary

Compliance Officer

Board Director

Managing Director

Investment Analyst

Legal Counsel

Corporate Development Manager

Risk Manager

Due Diligence Manager

Transaction Manager

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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