The Share Investment Agreement is a crucial document used in Indonesian corporate transactions when an investor (domestic or foreign) seeks to acquire shares in a target company. It must comply with Indonesian investment laws, including Law No. 40 of 2007 and Law No. 25 of 2007, and takes into account foreign ownership restrictions in certain sectors. The agreement is particularly important in Indonesia's growing economy where foreign direct investment plays a significant role. It typically includes detailed provisions on investment terms, shareholder rights, corporate governance, and regulatory compliance. The document serves as both a transaction instrument and a future reference for the ongoing relationship between shareholders, incorporating necessary protections and obligations specific to Indonesian business law. It requires careful drafting to ensure enforceability under Indonesian jurisdiction while meeting international investment standards.
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1. Parties: Identification of the investor(s), the company, and existing shareholders (if relevant)
2. Background: Context of the investment, company's business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Terms: Details of the investment amount, share price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the investment
6. Completion: Process and requirements for completing the investment transaction
7. Warranties and Representations: Statements of fact and assurances from the company and existing shareholders
8. Investor Rights and Protections: Special rights granted to the investor including board representation, veto rights, and information rights
9. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
10. Reserved Matters: Decisions requiring investor approval
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard clauses including notices, amendments, and severability
14. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when minority investors need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. Anti-Dilution Protection: Include for investors requiring protection against future down-rounds
4. Put Option: Include when investors require exit rights through share sale back to company/shareholders
5. Call Option: Include when company/existing shareholders want rights to buy out investor
6. Management Provisions: Include when investment includes specific management rights or obligations
7. Non-Competition and Non-Solicitation: Include when restrictions on competitive activities are required
8. Future Funding Rounds: Include when addressing pre-emptive rights for future capital raises
9. Deadlock Resolution: Include for joint ventures or when equal shareholding structures are involved
10. ESG Compliance: Include when environmental, social and governance requirements are important to investors
1. Share Capital Structure: Details of pre and post-investment shareholding structure
2. Warranties: Detailed list of company and shareholder warranties
3. Reserved Matters List: Comprehensive list of matters requiring investor approval
4. Company Information: Key company details including registration, licenses, and material contracts
5. Completion Checklist: List of documents and actions required for completion
6. Form of Board Resolution: Template for required corporate approvals
7. Form of Shareholders Resolution: Template for shareholder approvals
8. Disclosure Letter: Exceptions and qualifications to warranties
9. Business Plan: Company's business plan and financial projections
10. Key Performance Indicators: Metrics for monitoring company performance
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
E-commerce
Real Estate
Healthcare
Education
Agriculture
Mining
Renewable Energy
Retail
Transportation
Infrastructure
Tourism
Food and Beverage
Digital Services
Relevant Teams
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Corporate Secretariat
Board of Directors
Executive Management
Mergers and Acquisitions
Corporate Strategy
Shareholder Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Secretary
Legal Counsel
Investment Manager
Corporate Finance Manager
Compliance Officer
Board Director
Managing Director
Finance Director
Business Development Director
Risk Manager
Company Secretary
Investment Analyst
Corporate Development Manager
Shareholder Relations Manager
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