A Letter of Intent to Sell Shares is a crucial preliminary document used in Philippine corporate transactions when a party intends to sell their shareholding in a company. It serves as a precursor to a definitive share purchase agreement and is commonly used to establish the basic terms of the proposed transaction while allowing parties to proceed with due diligence and detailed negotiations. The document must align with Philippine corporate law requirements, including the Revised Corporation Code and SEC regulations, particularly when dealing with foreign investment restrictions. While primarily non-binding, it often includes binding provisions on confidentiality, exclusivity, and governing law. This document is particularly important in the Philippine context where formal documentation of preliminary agreements is valued in business transactions and can help secure necessary corporate and regulatory approvals.
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1. Date and Addresses: Opening with the current date and complete addresses of both parties
2. Subject Line: Clear indication that this is a Letter of Intent for Share Sale
3. Introductory Paragraph: Identification of the parties (seller and potential buyer) and their roles
4. Company Information: Details of the company whose shares are being sold, including registration number and address
5. Transaction Overview: Brief description of the proposed transaction, including number of shares, percentage of ownership, and type of shares
6. Purchase Price: Proposed purchase price per share and total consideration
7. Payment Terms: Proposed payment structure and timing
8. Due Diligence: Process and timeline for conducting due diligence
9. Closing Conditions: Key conditions that must be met before the transaction can proceed
10. Timeline: Proposed timeline for completing the transaction
11. Non-Binding Nature: Statement clarifying the non-binding nature of the letter except for specific provisions
12. Closing Paragraph: Request for confirmation of receipt and agreement to terms
13. Signature Blocks: Space for signatures of both parties
1. Exclusivity Period: Include when parties want to negotiate exclusively for a specified period
2. Confidentiality Provisions: Include when there isn't a separate NDA in place
3. Governing Law: Include when there's a need to specify jurisdiction explicitly
4. Break Fee: Include when parties want to specify compensation if the deal doesn't proceed under certain circumstances
5. Foreign Investment Provisions: Include when the buyer is a foreign entity, addressing Filipino foreign ownership restrictions
6. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
7. Employee Matters: Include when there are specific agreements about key employees or management
8. Existing Shareholder Rights: Include when there are existing shareholders with pre-emptive or other rights
1. Share Details Schedule: Detailed breakdown of the shares being sold, including share certificate numbers and dates of issuance
2. Corporate Information Schedule: Key corporate information including capitalization table and corporate structure
3. Key Terms Summary: Summary of principal commercial terms for quick reference
4. Timeline Schedule: Detailed timeline of key dates and milestones for the transaction
5. Required Approvals List: List of all required regulatory and corporate approvals needed
Relevant legal definitions
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Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Transportation
Telecommunications
Professional Services
Mining
Agriculture
Education
Construction
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Corporate Secretarial
Investment
Business Development
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Business Development Director
Investment Manager
Corporate Finance Manager
Mergers & Acquisitions Director
Compliance Officer
Board Director
Managing Director
Finance Director
Company Secretary
General Counsel
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
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