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Forward Share Purchase Agreement

Forward Share Purchase Agreement Template for Malaysia

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Key Requirements PROMPT example:

Forward Share Purchase Agreement

"I need a Forward Share Purchase Agreement for the acquisition of 30% shares in a Malaysian technology startup, with completion scheduled for March 2025, including specific provisions for intellectual property protection and founder retention agreements."

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Document background
The Forward Share Purchase Agreement is a sophisticated legal instrument used in Malaysian corporate transactions to establish binding terms for the future purchase of shares. This document is particularly relevant when parties wish to agree on a share transfer that will occur at a future date, typically used in strategic corporate planning, investment structuring, or as part of broader corporate restructuring exercises. The agreement must comply with Malaysian regulatory requirements, including the Companies Act 2016 and relevant securities regulations. It includes detailed provisions on purchase price determination, conditions precedent, completion mechanics, warranties, and regulatory compliance. The document is commonly used in both private and public company contexts, though additional requirements may apply for listed companies under Bursa Malaysia regulations.
Suggested Sections

1. Parties: Identification of the seller and purchaser, including full legal names and registration details

2. Background: Context of the transaction, including details about the company whose shares are being sold

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and forward date

5. Purchase Price and Payment: Detailed terms of consideration, payment mechanism, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Process and requirements for completing the share transfer

9. Warranties and Representations: Standard warranties from both parties regarding capacity, authority, and share ownership

10. Covenants: Ongoing obligations of the parties

11. Termination: Circumstances under which the agreement can be terminated

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Security Arrangements: Include when there are specific security arrangements for payment or performance

2. Tag-Along Rights: Include when minority shareholders are given the right to join the sale

3. Drag-Along Rights: Include when majority shareholders can force minorities to join the sale

4. Foreign Investment Provisions: Include when transaction involves foreign investors

5. Anti-Dilution Protection: Include when protecting against share dilution before completion

6. Regulatory Compliance: Include specific provisions when deal requires regulatory approvals

7. Tax Provisions: Include detailed tax arrangements when complex tax implications exist

8. Force Majeure: Include when specific events might affect the forward purchase arrangement

9. Break Fee: Include when parties agree to compensation for early termination

Suggested Schedules

1. Share Details: Details of shares including class, rights, and current ownership

2. Company Information: Key information about the company whose shares are being sold

3. Warranties: Detailed warranties and representations by the seller

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

5. Form of Transfer Instrument: Template for share transfer forms

6. Calculation of Purchase Price: Formula or methodology for determining final purchase price

7. Regulatory Approvals: List of required regulatory approvals and status

8. Encumbrances: Details of any existing encumbrances on the shares

9. Required Notices: Templates for required notices and communications

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Board
Business Day
Companies Act
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Adherence
Encumbrance
Exercise Notice
Forward Date
Forward Price
Forward Purchase
Governmental Authority
Long Stop Date
Loss
Material Adverse Change
Purchase Price
Purchase Shares
Purchaser
Regulatory Approvals
Sale Shares
Securities Commission
Seller
Share Certificate
Shareholders Agreement
Shares
Signing Date
Stamp Duty
Subsidiary
Target Company
Tax
Transaction Documents
Transfer Form
Warranties
Working Hours
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Covenants
Completion Obligations
Forward Purchase Mechanics
Representations and Warranties
Title and Capacity
Share Transfer
Regulatory Compliance
Due Diligence
Confidentiality
Non-competition
Non-solicitation
Indemnification
Force Majeure
Termination
Default
Remedies
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Costs and Expenses
Further Assurance
Time of Essence
Counterparts
Third Party Rights
Stamp Duty
Tax Obligations
Survival
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy

Healthcare

Telecommunications

Consumer Goods

Professional Services

Mining and Resources

Agriculture

Transportation and Logistics

Education

Retail

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Treasury

Compliance

Risk Management

Corporate Secretariat

Strategic Planning

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Director

Corporate Secretary

Finance Director

Merger & Acquisition Manager

Investment Banker

Corporate Development Manager

Risk Manager

Compliance Officer

Board Director

Financial Controller

Treasury Manager

Business Development Director

Strategic Planning Manager

Industries
Companies Act 2016: Primary legislation governing company operations in Malaysia, including share transfers, ownership structures, and corporate compliance requirements
Capital Markets and Services Act 2007: Regulates securities markets, trading activities, and provides framework for financial instruments including forward contracts
Contracts Act 1950: Governs the fundamental principles of contract formation, validity, and enforcement in Malaysia
Stamp Act 1949: Regulates stamp duty requirements for share transfer instruments and agreements
Income Tax Act 1967: Governs tax implications of share transfers and capital gains
Securities Commission Malaysia Guidelines on Share Buy-backs: Provides regulatory framework for share purchase transactions and related matters
Rules of Bursa Malaysia Securities Berhad: If shares are listed, these rules govern trading and transfer procedures
Foreign Investment Committee Guidelines: Relevant if the transaction involves foreign investors or cross-border elements
Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001: Ensures compliance with money laundering regulations in significant financial transactions
Strategic Trade Act 2010: May be relevant if the share purchase involves strategic sectors or technology companies
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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