The Business Share Sale Agreement is a crucial legal document used in Philippine corporate transactions when transferring ownership of shares in a company from one party to another. It is essential for both private and public company transactions, though additional securities regulations apply for publicly listed companies. The agreement must comply with the Corporation Code of the Philippines, Securities Regulation Code, and where applicable, the Foreign Investments Act. This document typically comes into play during business acquisitions, corporate restructuring, or investment exits, and requires careful consideration of Philippine tax implications, foreign ownership restrictions, and mandatory regulatory approvals. The agreement serves to protect both parties' interests by clearly defining the terms of sale, warranties, indemnities, and completion requirements while ensuring all necessary corporate and regulatory requirements under Philippine law are met.
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1. Parties: Identification of the Seller(s) and Buyer(s), including complete legal names and addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Detailed description of the purchase price, payment method, and timing
6. Completion: Requirements and process for completing the transaction, including timing and location
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties from the buyer regarding authority and capacity to purchase
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and announcements
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Tag-Along Rights: Include when minority shareholders need protection in case of future sale
3. Drag-Along Rights: Include when majority shareholders want to force minority shareholders to join in future sale
4. Non-Competition: Include when seller needs to be restricted from competing post-sale
5. Security for Obligations: Used when payment is deferred or warranties need specific security
6. Tax Covenants: Include detailed tax provisions when significant tax implications exist
7. Break Fee: Include when parties want to specify damages for failure to complete
8. Management Transition: Include when key management changes are part of the transaction
1. Schedule 1 - Share Details: Detailed description of shares being sold including share certificates numbers and share class
2. Schedule 2 - Company Information: Detailed information about the target company including corporate documents and structure
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Company Assets: List of all material assets owned by the company
5. Schedule 5 - Company Contracts: List of all material contracts to which the company is party
6. Schedule 6 - Intellectual Property: Details of all IP owned or used by the company
7. Schedule 7 - Employee Information: Details of all employees and their employment terms
8. Schedule 8 - Completion Requirements: Detailed list of all documents and actions required for completion
9. Appendix A - Form of Transfer Instrument: Template for share transfer documents required under Philippine law
10. Appendix B - Corporate Authorizations: Forms of corporate approvals required for the transaction
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