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Share Investment Agreement for Philippines

Share Investment Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that documents the terms and conditions under which an investor acquires shares in a company. The document complies with the requirements of the Revised Corporation Code of the Philippines and Securities Regulation Code, addressing key aspects such as investment amount, share price, warranties, corporate governance rights, and regulatory compliance. It includes provisions for protecting both investor and company interests, outlines completion mechanics, and establishes ongoing rights and obligations of all parties involved.

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Share Investment Agreement

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What is a Share Investment Agreement?

The Share Investment Agreement is a crucial document used when an investor (either local or foreign) intends to acquire shares in a Philippine company through primary issuance or secondary purchase. It must comply with Philippine corporate and securities laws, including the Revised Corporation Code and Securities Regulation Code, particularly regarding foreign ownership restrictions if applicable. The agreement typically covers investment terms, conditions precedent, completion mechanics, warranties, corporate governance rights, share transfer restrictions, and minority protection provisions. It's essential for both private equity investments and strategic corporate investments, requiring careful consideration of regulatory requirements, tax implications, and corporate governance structures specific to the Philippine business environment.

What sections should be included in a Share Investment Agreement?

1. Parties: Identification of the investing party, the company, and existing shareholders

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

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

4. Investment Terms: Details of the investment amount, number of shares, price per share, and payment terms

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

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

7. Company Warranties: Representations and warranties given by the company regarding its business, assets, and liabilities

8. Investor Warranties: Representations and warranties given by the investor regarding capacity and authority

9. Covenants: Ongoing obligations of the parties post-completion

10. Corporate Governance: Board composition, voting rights, and management provisions

11. Reserved Matters: Decisions requiring investor consent

12. Transfer Restrictions: Limitations on the transfer of shares and related procedures

13. Termination: Circumstances under which the agreement can be terminated

14. Confidentiality: Obligations regarding confidential information

15. Notices: Process for giving formal notices under the agreement

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Share Investment Agreement?

1. Tag-Along Rights: Include when minority investor protection is required, giving right to join in sale of majority stake

2. Drag-Along Rights: Include when majority shareholders want right to force minorities to join in sale

3. Anti-Dilution Protection: Include when investor requires protection against future down-rounds

4. Multiple Closing Provisions: Include when investment will be made in tranches

5. Strategic Rights: Include when investor is getting special commercial rights or relationships with company

6. Foreign Investment Compliance: Include specific provisions when investor is foreign entity

7. Dividend Policy: Include when specific dividend rights or policies are being established

8. Exit Rights: Include when investor requires specific exit mechanisms like IPO or buy-back rights

What schedules should be included in a Share Investment Agreement?

1. Share Capital and Shareholding Structure: Details of current and post-investment share capital and shareholding

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Company Warranties: Full list of detailed warranties given by the company

5. Reserved Matters: Comprehensive list of matters requiring investor consent

6. New Articles of Association: Revised articles reflecting new rights and obligations

7. Disclosure Letter: Exceptions and qualifications to the warranties

8. Form of Board Resolution: Template for required corporate approvals

9. Form of Shareholders' Resolution: Template for required shareholder approvals

10. Key Performance Indicators: Metrics for monitoring company performance if relevant to investment terms

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

Jurisdiction

Philippines

Cost

Free to use
Relevant legal definitions












































Clauses
































Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Energy

Agriculture

Telecommunications

Infrastructure

Consumer Goods

Professional Services

Mining

Education

Transport and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Board of Directors

Corporate Secretariat

Investment

Executive Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Director

Corporate Finance Manager

Compliance Officer

Board Director

Chief Legal Officer

Investment Manager

Managing Director

Finance Director

Business Development Director

Company Secretary

Risk 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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