A Sale Of Shares Agreement is a crucial document used in Malaysian corporate transactions when transferring ownership of shares in a company from one party to another. This document is essential for both private and public company share transfers, though requirements vary based on company type and transaction size. The agreement must comply with Malaysian legislation, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and Stamp Act 1949. It typically includes detailed provisions on share valuation, payment terms, warranties, representations, conditions precedent, and completion mechanics. The document is particularly important in Malaysia's robust M&A market, where foreign investment regulations and local corporate law requirements must be carefully considered. It serves as both a legal record of the transaction and a roadmap for its completion.
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1. Parties: Identifies and provides full details of the seller(s) and purchaser(s)
2. Background: Provides context about the company, the shares being sold, and the purpose of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including number of shares, price, and basic obligations
5. Purchase Price: Detailed provisions regarding the consideration, payment terms, and payment method
6. Completion: Specifies the completion date, location, and actions required at completion
7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and company status
8. Purchaser's Warranties: Basic warranties regarding capacity to purchase and authority
9. Pre-Completion Obligations: Seller's obligations regarding company management between signing and completion
10. Confidentiality: Obligations regarding transaction confidentiality and company information
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Conditions Precedent: Used when completion is subject to specific conditions being met, such as regulatory approvals
2. Price Adjustment: Include when purchase price may be adjusted based on accounts or other factors
3. Non-Competition: Required when seller needs to be restricted from competing post-sale
4. Tax Covenant: Include for detailed tax-related warranties and indemnities
5. Break Fee: Used when parties want to specify compensation if the deal fails
6. Earn-out Provisions: Include when part of purchase price is contingent on future performance
7. Vendor Financing: Required when seller is providing financing for the purchase
8. Tag-Along/Drag-Along Rights: Include for partial sales where remaining shareholders' rights need protection
1. Share Details: Details of shares being sold including share certificates numbers and share history
2. Company Information: Key company details including registration number, registered office, directors, etc.
3. Warranties: Detailed warranties about the company, its business and assets
4. Latest Accounts: Copy of the company's most recent financial statements
5. Properties: Details of company's real estate assets if material to the transaction
6. Intellectual Property: List of company's IP rights if material to the transaction
7. Material Contracts: Summary of key commercial contracts
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for departing directors if required
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Energy
Telecommunications
Consumer Goods
Industrial
Agriculture
Mining
Transportation
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretarial
Investment
Board of Directors
Executive Management
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Company Secretary
Finance Director
Managing Director
Business Development Manager
Investment Manager
Corporate Finance Manager
Mergers & Acquisitions Director
Risk Manager
Compliance Officer
Board Director
Financial Controller
Investment Banker
Private Equity Manager
Transaction Advisory Manager
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