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Share Swap Agreement Template for Australia

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Key Requirements PROMPT example:

Share Swap Agreement

"I need a Share Swap Agreement for an exchange of shares between an Australian technology company and a Singapore-based software company, with completion scheduled for March 2025, including FIRB approval conditions and specific warranties about intellectual property rights."

Document background
A Share Swap Agreement is utilized when two parties wish to exchange shares in different companies, often as part of a strategic alliance, corporate restructuring, or investment arrangement. This document, governed by Australian law, sets out the complete terms of the share exchange, including detailed descriptions of the shares being swapped, valuation methodologies, conditions precedent, completion mechanics, and mutual obligations. The agreement must comply with the Corporations Act 2001 (Cth), ASIC regulations, and potentially FIRB requirements if foreign entities are involved. It typically includes comprehensive warranties about the shares and underlying companies, tax provisions, and may require various third-party consents or regulatory approvals before completion.
Suggested Sections

1. Parties: Identification of the parties entering into the share swap agreement

2. Background: Context of the transaction and purpose of the agreement

3. Definitions and Interpretation: Defined terms and rules of interpretation

4. The Swap: Core terms of the share swap including description of shares to be exchanged

5. Valuation: Methodology for valuing the shares being swapped

6. Completion: Timing and mechanics of the share swap completion

7. Conditions Precedent: Conditions that must be satisfied before completion

8. Pre-completion Obligations: Obligations of parties before the swap completion

9. Representations and Warranties: Standard and specific warranties about the shares and companies

10. Tax Matters: Tax treatment and allocations of tax liabilities

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

13. Costs: Allocation of transaction costs

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

Optional Sections

1. Staged Completion: Required when the share swap will occur in multiple tranches

2. Third Party Consents: Needed when specific third-party approvals are required

3. Security Arrangements: Used when additional security is provided for the swap obligations

4. Voting Rights: Required when special voting arrangements apply during the swap period

5. Dividend Rights: Needed when specific dividend arrangements apply during the swap period

6. Break Fee: Used when parties agree to break fees for non-completion

7. Expert Determination: Required when an expert may be needed to resolve valuation disputes

8. Anti-dilution Provisions: Needed when protecting against share dilution during the swap period

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being swapped including share numbers, classes, and rights

2. Schedule 2 - Company Details: Corporate information about the companies whose shares are being swapped

3. Schedule 3 - Valuation Methodology: Detailed methodology for share valuation including formulas and procedures

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion

5. Schedule 5 - Warranties: Detailed warranties about the shares and companies

6. Schedule 6 - Pro-forma Transfer Forms: Template share transfer forms to be used at completion

7. Schedule 7 - Disclosure Letter: Exceptions and qualifications to the warranties

8. Appendix A - Board Resolutions: Pro-forma board resolutions approving the share swap

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















































Clauses
































Relevant Industries

Financial Services

Investment Banking

Private Equity

Technology

Mining and Resources

Real Estate

Healthcare

Manufacturing

Professional Services

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Tax

Compliance

Company Secretariat

Corporate Finance

Risk Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Investment Director

Legal Counsel

Financial Controller

Company Secretary

Corporate Finance Manager

M&A Director

Treasury Manager

Tax Director

Compliance Officer

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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