The Company Acquisition Contract is a fundamental document used in mergers and acquisitions transactions in the Philippines. It serves as the primary agreement between parties when one company intends to acquire another, either through share purchase or asset purchase mechanisms. This contract type must comply with Philippine legislation, including the Corporation Code, Securities Regulation Code, and where applicable, the Philippine Competition Act. The document typically includes detailed provisions covering purchase price, payment structures, warranties, indemnities, conditions precedent, and completion mechanics. It is essential for documenting the terms agreed between parties, protecting their respective interests, and ensuring regulatory compliance. The contract should address specific requirements of Philippine law, particularly regarding foreign ownership restrictions if applicable, and include necessary provisions for obtaining regulatory approvals.
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1. Parties: Identification of the seller(s), buyer(s), and any guarantors, including complete legal names and addresses
2. Background: Context of the transaction, brief description of the target company, and purpose of the agreement
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
8. Warranties and Representations: Statements of fact and assurances from the seller about the target company
9. Limitations on Liability: Restrictions on the seller's liability for warranty claims and other breaches
10. Tax Matters: Allocation of tax liabilities and responsibilities, including pre-completion tax indemnities
11. Confidentiality: Obligations regarding transaction confidentiality and company information
12. Announcements: Requirements for public statements about the transaction
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions
1. Employee Matters: Used when there are specific employment arrangements or concerns to be addressed, including retention agreements or redundancy provisions
2. Intellectual Property: Required when IP assets are a significant part of the transaction value
3. Real Estate: Needed when the target company owns or leases significant real estate assets
4. Environmental Matters: Important for companies in industries with environmental risks or compliance requirements
5. Competition/Antitrust: Required when the transaction requires competition authority approval
6. Transitional Services: Used when the seller will provide ongoing services to the target company post-completion
7. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
8. Foreign Investment Provisions: Required when the transaction involves foreign investors and needs to comply with Philippine foreign ownership restrictions
1. Schedule 1 - Target Company Details: Complete corporate information, including shareholding structure and subsidiaries
2. Schedule 2 - Properties: List of all owned and leased real estate
3. Schedule 3 - Intellectual Property: Inventory of all IP rights owned or licensed by the target company
4. Schedule 4 - Material Contracts: List and copies of all significant commercial agreements
5. Schedule 5 - Employee Information: Details of all employees, including terms of employment and benefits
6. Schedule 6 - Warranties: Detailed warranties given by the seller
7. Schedule 7 - Disclosed Matters: Disclosures against the warranties
8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion
9. Schedule 9 - Permitted Leakage: Agreed exceptions to no-leakage provisions between signing and completion
10. Schedule 10 - Form of Resignation Letters: Template resignation letters for outgoing directors
11. Schedule 11 - Corporate Approvals: Required board and shareholder resolutions
12. Schedule 12 - Regulatory Approvals: List of required governmental and regulatory approvals
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