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Private Equity Agreement Template for Philippines

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Key Requirements PROMPT example:

Private Equity Agreement

"I need a Private Equity Agreement under Philippine law for a minority investment (25% stake) in a healthcare technology company, with specific provisions for board representation and anti-dilution protection, planned for completion by March 2025."

Document background
The Private Equity Agreement serves as the primary transaction document for private equity investments in the Philippines, structuring the relationship between investors, the target company, and existing shareholders. It is essential when a private equity firm seeks to acquire a significant stake in a Philippine company, whether through direct equity purchase, subscription of new shares, or a combination of both. The agreement must comply with Philippine regulatory requirements, including the Securities Regulation Code (RA 8799), Corporation Code, and relevant SEC regulations. It typically includes detailed provisions on investment terms, governance rights, minority protections, information rights, exit mechanisms, and anti-dilution provisions. The document is crucial for protecting investor interests while ensuring operational flexibility for the target company's growth and development.
Suggested Sections

1. Parties: Identification of the private equity investor(s), target company, and existing shareholders

2. Background: Context of the investment, including company history and investment rationale

3. Definitions: Comprehensive definitions of terms used throughout the agreement

4. Investment Terms: Details of the investment amount, valuation, and share class specifications

5. Conditions Precedent: Conditions that must be satisfied before investment completion

6. Completion Mechanics: Process and requirements for closing the investment

7. Warranties and Representations: Statements of fact and assurances from the company and existing shareholders

8. Governance Rights: Board composition, voting rights, and management participation

9. Reserved Matters: Decisions requiring investor consent

10. Information Rights: Investor's rights to financial and operational information

11. Transfer Restrictions: Limitations on share transfers and ownership changes

12. Exit Rights: Provisions for IPO, drag-along, tag-along, and other exit mechanisms

13. Confidentiality: Protection of confidential information and trade secrets

14. Term and Termination: Duration of the agreement and termination provisions

15. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

Optional Sections

1. Anti-Dilution Protection: Protection against value dilution in future funding rounds, optional for minority investments

2. Employee Stock Option Pool: Terms for employee share schemes, included if part of the investment structure

3. Strategic Rights: Special rights for strategic investors, included for industry-specific investments

4. Environmental and Social Compliance: ESG requirements, included for investments with specific impact goals

5. Foreign Investment Provisions: Special provisions required for foreign investors under Philippine law

6. Put Option Rights: Investor's right to sell shares back to the company/promoters, included for downside protection

7. Non-Compete and Non-Solicit: Restrictions on competitive activities, included based on industry sensitivity

Suggested Schedules

1. Schedule 1: Capital Structure: Pre and post-investment shareholding structure

2. Schedule 2: Warranties: Detailed warranties given by the company and shareholders

3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring investor consent

4. Schedule 4: Completion Requirements: Detailed closing checklist and requirements

5. Schedule 5: Key Management: Details of key management personnel and their terms

6. Schedule 6: Business Plan: Company's business plan and financial projections

7. Schedule 7: Company Information: Corporate and financial information of the target company

8. Appendix A: Share Certificate Specimens: Format of share certificates to be issued

9. Appendix B: Board Resolution Templates: Standard format for required board resolutions

Authors

Alex Denne

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

Relevant legal definitions





















































































Clauses








































Relevant Industries

Technology

Healthcare

Manufacturing

Real Estate

Financial Services

Consumer Goods

Retail

Education

Infrastructure

Energy

Agriculture

Telecommunications

Transportation

Business Services

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Investment

Corporate Development

Risk Management

Board of Directors

Executive Management

Corporate Secretariat

Due Diligence

Portfolio Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Private Equity Partner

Corporate Lawyer

Investment Manager

Compliance Officer

Board Director

Managing Director

Portfolio Manager

Transaction Manager

Due Diligence Officer

Corporate Secretary

Risk Manager

Investment Analyst

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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