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Company Acquisition Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Company Acquisition Agreement

"I need a Company Acquisition Agreement governed by Hong Kong law for the purchase of a technology startup, with special emphasis on intellectual property protection and an earn-out mechanism based on the achievement of specific technical milestones by March 2025."

Document background
The Company Acquisition Agreement is a fundamental transaction document used in mergers and acquisitions in Hong Kong. It is employed when one company or individual(s) intends to acquire another company, either through purchasing shares or assets. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and other relevant legislation. It typically follows extensive due diligence and contains detailed provisions protecting both buyer and seller, including warranties, indemnities, and specific Hong Kong law-compliant completion mechanics. The document is crucial for both private and public company acquisitions, though additional requirements apply for listed companies under Securities and Futures Ordinance regulations. This agreement type requires careful consideration of Hong Kong's stamp duty implications and often includes provisions for regulatory approvals where required.
Suggested Sections

1. Parties: Identification of buyer, seller, and any guarantors

2. Background: Context of the transaction and brief description of the target company

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

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Seller's obligations regarding company operation between signing and completion

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Warranties: Seller's warranties about the company, business, and assets

10. Limitations on Seller's Liability: Limitations on warranty claims and general liability

11. Tax Covenant: Tax indemnities and allocation of tax liabilities

12. Confidentiality: Obligations regarding transaction and business confidentiality

13. Announcements: Rules for public statements about the transaction

14. Further Assurance: Obligations to take further actions to give effect to the agreement

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Process for formal communications between parties

17. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes

Optional Sections

1. Regulatory Compliance: Required if the transaction needs regulatory approvals (e.g., from HKMA or SFC)

2. Real Property: Required if the target company owns significant real estate assets

3. Intellectual Property: Detailed IP provisions if the target company has significant IP assets

4. Non-Competition: Restrictions on seller's future competitive activities

5. Employee Matters: Detailed provisions about employee transfers and benefits if significant workforce is involved

6. Environmental Matters: Required for companies in industries with environmental impacts

7. Data Protection: Detailed provisions if the company handles significant personal data

8. Earn-out Provisions: Required if part of purchase price is contingent on future performance

9. Break Fee: Provisions for payment if the deal fails under specific circumstances

Suggested Schedules

1. Company Details: Details of target company including corporate information and shareholding

2. Properties: List and details of all real estate owned or leased

3. Intellectual Property Rights: Schedule of all IP owned or licensed

4. Material Contracts: List and details of key commercial contracts

5. Employee Information: Details of employees, including key terms and benefits

6. Warranties: Detailed warranties about the company and business

7. Completion Obligations: Detailed list of completion deliverables and actions

8. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals

9. Data Room Index: Index of due diligence materials provided

10. Completion Accounts Principles: Accounting principles for completion accounts if relevant

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Infrastructure

Telecommunications

Media and Entertainment

Consumer Goods

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Tax

Compliance

Risk Management

Human Resources

Operations

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Finance Director

Legal Director

Company Secretary

Chief Operating Officer

Head of Strategy

Investment Director

Managing Director

Board Director

Risk Manager

Compliance Officer

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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