Private Equity Shareholders Agreement Template for Malaysia

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Key Requirements PROMPT example:

Private Equity Shareholders Agreement

"I need a Private Equity Shareholders Agreement for a Series B investment in a Malaysian technology startup, with multiple classes of shares and specific focus on management retention provisions, targeting completion by March 2025."

Document background
A Private Equity Shareholders Agreement is a fundamental document used when a private equity firm invests in a Malaysian company, establishing the framework for the relationship between the PE investor and existing shareholders. The agreement, governed by Malaysian law, particularly the Companies Act 2016 and relevant securities regulations, typically comes into play during significant investment rounds or company restructuring. It covers crucial aspects such as investment terms, governance rights, share transfer restrictions, exit mechanisms, and minority shareholder protections. The document is essential for protecting the interests of all parties involved and ensuring smooth operation of the business post-investment, while maintaining compliance with Malaysian regulatory requirements and market practices.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including the company, existing shareholders, and PE investors

2. Background: Sets out the context of the agreement, including company information and investment rationale

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Investment Terms: Details of the investment including subscription amount, share class, and payment terms

5. Completion: Conditions precedent, completion mechanics, and post-completion obligations

6. Corporate Governance: Board composition, appointment rights, voting requirements, and reserved matters

7. Shareholders Rights and Obligations: Key rights including voting, dividends, information rights, and pre-emptive rights

8. Share Transfer Restrictions: Limitations on transfer of shares, including lock-up period and transfer procedures

9. Exit Rights: Drag-along, tag-along rights, IPO provisions, and other exit mechanisms

10. Anti-dilution and Future Funding: Protection against dilution and provisions for future funding rounds

11. Confidentiality: Obligations regarding confidential information and company secrets

12. Non-Compete and Non-Solicit: Restrictions on competitive activities and employee solicitation

13. Event of Default: Circumstances constituting default and consequences thereof

14. Termination: Grounds for termination and consequences

15. General Provisions: Standard clauses including notices, governing law, and dispute resolution

Optional Sections

1. Management Provisions: Detailed management structure and obligations - include when PE investor takes active management role

2. Employee Share Scheme: Terms of employee share ownership - include when company has/plans ESOP

3. Founder Provisions: Specific obligations and rights of founders - include when founders remain actively involved

4. Preferred Share Rights: Special rights attached to preferred shares - include when deal involves preferred share issuance

5. Foreign Investment Provisions: Compliance with foreign investment regulations - include for foreign PE investors

6. Joint Venture Provisions: Special provisions for JV structure - include when PE investment is structured as joint venture

7. Islamic Finance Compliance: Shariah-compliant provisions - include for Islamic PE investments

Suggested Schedules

1. Share Capital and Shareholding Structure: Details of current and post-investment shareholding structure

2. Deed of Adherence: Template for new shareholders to join the agreement

3. Reserved Matters: Detailed list of matters requiring special approval

4. Business Plan: Initial business plan and financial projections

5. Warranties: Detailed warranties given by the company and existing shareholders

6. Company Information: Key company details including corporate information and assets

7. Board Regulations: Detailed procedures for board meetings and decision-making

8. Completion Obligations: Detailed list of completion deliverables and requirements

9. Tag and Drag Terms: Detailed mechanics for tag-along and drag-along rights

10. Valuation Principles: Agreed methods for company valuation in various scenarios

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

Technology

Healthcare

Manufacturing

Consumer Goods

Financial Services

Real Estate

E-commerce

Education

Renewable Energy

Infrastructure

Food and Beverage

Agriculture

Telecommunications

Retail

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Board of Directors

Executive Management

Company Secretarial

Corporate Governance

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Private Equity Partner

Corporate Lawyer

Investment Manager

Company Secretary

Compliance Officer

Board Director

Managing Director

Finance Director

Legal Counsel

Investment Analyst

Portfolio Manager

Risk Manager

Corporate Development Manager

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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