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Preference Shares Agreement Template for Malaysia

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Key Requirements PROMPT example:

Preference Shares Agreement

"I need a Preference Shares Agreement for my Malaysian technology startup to issue cumulative preference shares to three venture capital investors, with an 8% fixed dividend rate and priority in capital distribution during liquidation."

Document background
The Preference Shares Agreement is a vital instrument in Malaysian corporate finance, used when companies seek to raise capital without diluting existing shareholders' control. This document, governed by Malaysian law and compliant with the Companies Act 2016, establishes the framework for issuing preference shares with specific rights and privileges. It details crucial elements such as dividend rights, voting rights, redemption terms, and capital distribution preferences. The agreement is particularly relevant in scenarios where companies need to attract investors while maintaining operational control, or when investors seek assured returns and priority in capital distribution. The document must align with Malaysian securities regulations and corporate governance requirements, making it essential for both private and public companies engaging in sophisticated capital raising exercises.
Suggested Sections

1. Parties: Identification of the company issuing the preference shares and the preference shareholders

2. Background: Context of the preference share issuance, including company information and purpose of the issuance

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

4. Preference Share Terms: Core terms including nominal value, dividend rights, and voting rights

5. Dividend Rights and Payments: Detailed provisions regarding dividend rates, payment terms, and conditions

6. Capital Rights: Rights in relation to capital distribution and ranking in case of liquidation

7. Voting Rights: Scope and limitations of voting rights attached to the preference shares

8. Transfer Restrictions: Limitations and procedures for transferring preference shares

9. Representations and Warranties: Standard representations and warranties from both company and shareholders

10. Covenants: Ongoing obligations of the company and shareholders

11. Events of Default: Circumstances constituting default and consequential rights

12. Notices: Process for giving notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments

Optional Sections

1. Conversion Rights: Terms for converting preference shares to ordinary shares, included when shares are convertible

2. Redemption Mechanism: Procedures for share redemption, included for redeemable preference shares

3. Anti-dilution Provisions: Protections against dilution of shareholding, included for sophisticated investors

4. Tag-Along Rights: Rights to join in sale of shares, included when requested by major investors

5. Drag-Along Rights: Rights to force minority shareholders to join in sale, included for majority protection

6. Information Rights: Special information access rights, included for significant investors

7. Board Appointment Rights: Rights to appoint directors, included for strategic investors

Suggested Schedules

1. Share Certificate Specimen: Template of the preference share certificate

2. Subscription Details: Details of share allocation, pricing, and payment terms

3. Dividend Calculation Formula: Detailed methodology for calculating preference share dividends

4. Company Information: Key corporate information including capital structure and existing shares

5. Shareholder Information: Details of preference shareholders and their holdings

6. Transfer Procedures: Detailed procedures and forms for share transfers

7. Required Regulatory Approvals: List of necessary regulatory approvals and compliance requirements

Authors

Alex Denne

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

Relevant legal definitions






























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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Infrastructure

Telecommunications

E-commerce

Retail

Biotechnology

Agriculture

Mining

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Treasury

Investment

Risk Management

Corporate Development

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Company Secretary

Corporate Finance Director

Investment Banker

Legal Counsel

Finance Director

Compliance Officer

Board Director

Private Equity Manager

Venture Capital Manager

Risk Manager

Treasury 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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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