Co Investment Agreement Template for Malaysia

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Key Requirements PROMPT example:

Co Investment Agreement

"I need a Co-Investment Agreement under Malaysian law for a venture capital investment where three international investors will jointly invest RM 10 million in a Malaysian technology startup, with completion planned for March 2025."

Document background
The Co-Investment Agreement serves as the primary legal framework for structuring joint investments in Malaysia, typically used when multiple investors seek to pool their resources and expertise to invest in a target company or project. This document is essential in situations where investors want to formalize their investment relationship, establish clear governance structures, and protect their interests while ensuring compliance with Malaysian regulatory requirements. The agreement addresses crucial aspects such as investment amounts, shareholding ratios, management rights, transfer restrictions, and exit mechanisms. It is particularly relevant in the context of Malaysian business practices and regulatory framework, incorporating necessary provisions from key legislation such as the Companies Act 2016 and Capital Markets and Services Act 2007. The document is designed to facilitate both domestic and foreign investments while maintaining alignment with Malaysian investment regulations and corporate governance standards.
Suggested Sections

1. Parties: Identification of all co-investors and the target company/investment vehicle

2. Background: Context of the investment opportunity and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Investment Structure: Details of the investment amount, shareholding structure, and investment mechanics

5. Conditions Precedent: Conditions that must be satisfied before the investment is completed

6. Completion: Process and requirements for completing the investment

7. Representations and Warranties: Standard representations and warranties from all parties

8. Management and Control: Governance structure, board composition, and decision-making processes

9. Reserved Matters: Decisions requiring special approval from co-investors

10. Information Rights: Rights of investors to receive financial and operational information

11. Transfer Restrictions: Limitations on transfer of shares and investment interests

12. Exit Rights: Mechanisms for investors to exit the investment

13. Term and Termination: Duration of the agreement and termination provisions

14. Confidentiality: Protection of confidential information

15. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Tag-Along Rights: Used when investors want the right to join in any sale by other investors

2. Drag-Along Rights: Used when majority investors want the right to force minority investors to join in a sale

3. Anti-Dilution Protection: Include when investors require protection against future down rounds

4. Foreign Investment Provisions: Required when foreign investors are involved, addressing specific regulatory requirements

5. Industry-Specific Provisions: Include when the investment involves regulated industries or specific sector requirements

6. Shareholder Loans: Include when the investment structure includes shareholder loans in addition to equity

7. Expert Determination: Used when specific technical or financial matters may require expert determination

8. Environmental, Social and Governance (ESG): Include when investors have specific ESG requirements or reporting needs

Suggested Schedules

1. Schedule 1 - Investment Details: Detailed breakdown of investment amounts, shareholding percentages, and payment terms

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions that must be satisfied before completion

3. Schedule 3 - Completion Requirements: Specific documents and actions required at completion

4. Schedule 4 - Reserved Matters: Comprehensive list of decisions requiring special approval

5. Schedule 5 - Business Plan: Initial business plan and key performance indicators

6. Schedule 6 - Form of Deed of Adherence: Template for new investors joining the agreement

7. Schedule 7 - Warranties: Detailed warranties given by the parties

8. Appendix A - Corporate Structure Chart: Diagram showing the corporate structure pre and post-investment

9. Appendix B - Valuation Methodology: Agreed methods for valuing the investment for various purposes

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Private Equity

Venture Capital

Real Estate

Technology

Financial Services

Infrastructure

Healthcare

Manufacturing

Renewable Energy

E-commerce

Agriculture

Education

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Investment

Corporate Development

Compliance

Risk Management

Operations

Company Secretarial

Strategy

Treasury

Mergers and Acquisitions

Portfolio Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Investment Officer

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Fund Manager

Private Equity Manager

Venture Capital Manager

Director of Operations

Company Secretary

Compliance Officer

Risk Manager

Portfolio Manager

Managing Partner

Investment Analyst

Corporate Development Director

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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