Equity Repurchase Agreement

Equity Repurchase Agreement Template for Malaysia

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Key Requirements PROMPT example:

"I need an Equity Repurchase Agreement for my private Malaysian technology company to buy back 25% shareholding from a retiring founder, with completion planned for March 2025 and payment in two installments."

Document background

An Equity Repurchase Agreement is utilized when a Malaysian company wishes to buy back its own shares from existing shareholders, a process regulated under the Companies Act 2016 and related securities legislation. This document is essential for share capital management, implementing exit strategies, or managing shareholder relationships. The agreement must comply with strict regulatory requirements, including maintaining prescribed solvency levels and obtaining necessary corporate approvals. It typically includes detailed provisions on valuation, payment mechanisms, conditions precedent, and completion procedures, while ensuring compliance with Malaysian corporate governance standards. The document is particularly relevant for both listed and private companies undertaking share buybacks as part of their capital management strategy or shareholder exit arrangements.

Suggested Sections

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the share repurchase, including corporate authorizations and compliance with Malaysian law

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and basis of repurchase

5. Purchase Price and Payment: Detailed pricing mechanisms, payment terms, and settlement procedures

6. Conditions Precedent: Requirements to be met before completion, including regulatory approvals and corporate authorizations

7. Completion: Timing, location, and mechanics of the share transfer and payment

8. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

9. Company's Warranties: Representations regarding corporate authority, compliance with laws, and financial capacity

10. Confidentiality: Obligations to maintain transaction confidentiality and handle sensitive information

11. Notices: Process for formal communications between parties

12. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Tax Provisions: Include when specific tax arrangements or indemnities are required between parties

2. Regulatory Compliance: Add for listed companies or when specific Bursa Malaysia requirements need detailed addressing

3. Break Fee: Include when parties agree to compensation if the transaction fails under specific circumstances

4. Seller's Exit Provisions: Add when the repurchase is part of a larger exit arrangement

5. Director Resignation: Include when seller is also resigning from board positions

6. Non-Competition: Add when seller is restricted from competing post-sale

7. Transitional Services: Include when seller needs to provide ongoing support or services

Suggested Schedules

1. Share Details: Details of shares being repurchased including share certificates and transfer forms

2. Completion Requirements: Checklist of documents and actions required at completion

3. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the repurchase

4. Calculation of Purchase Price: Detailed methodology and calculations for share valuation

5. Form of Transfer Instruments: Template share transfer forms and other required documentation

6. Regulatory Filings: Forms and notices required for Companies Commission and Bursa Malaysia

7. Existing Encumbrances: List of any existing charges or encumbrances on the shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Banking

Manufacturing

Technology

Real Estate

Consumer Goods

Healthcare

Energy

Telecommunications

Professional Services

Construction

Retail

Relevant Teams

Legal

Finance

Corporate Secretarial

Treasury

Compliance

Risk Management

Corporate Development

Board Secretariat

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Finance Director

Finance Manager

Board Director

Compliance Officer

Investment Manager

Treasury Manager

Corporate Development Director

Risk Manager

Financial Controller

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