The Preliminary Share Purchase Agreement is a crucial document used in the initial stages of corporate acquisitions in Malaysia, serving as a bridge between initial negotiations and the final share purchase agreement. It is typically employed when parties have reached an understanding on key commercial terms but require a formal framework for due diligence and detailed negotiations. The document incorporates essential elements under Malaysian corporate law, including provisions aligned with the Companies Act 2016, Capital Markets and Services Act 2007, and relevant securities regulations. This preliminary agreement becomes particularly important in complex transactions where detailed due diligence is required, or when parties need to secure exclusivity during negotiations. While not all terms are typically binding, certain provisions such as confidentiality, exclusivity, and cost allocation usually create immediate obligations.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Basic agreement for the proposed sale and purchase of shares, including number of shares and preliminary price structure
5. Conditions Precedent: Key conditions that must be satisfied before proceeding to definitive agreements
6. Due Diligence: Framework for the conduct of due diligence investigations
7. Exclusivity: Commitment not to negotiate with other parties during the specified period
8. Confidentiality: Obligations regarding confidential information exchanged during negotiations
9. Costs and Expenses: Allocation of costs related to the preliminary agreement and proposed transaction
10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Break Fee: Provisions for payment if either party terminates negotiations, used in larger transactions where significant costs may be incurred
2. Management Provisions: Interim management arrangements for the target company, used when immediate operational oversight is needed
3. Foreign Investment Approval: Special provisions regarding foreign investment approvals, included when foreign buyers are involved
4. Competition Approval: Provisions regarding competition law compliance, included for larger transactions that may require regulatory approval
5. Earnest Money: Provisions for deposit payment, included when parties want to demonstrate serious intent
6. Employee Matters: Preliminary agreements regarding key employees, included when retention of management is crucial
1. Details of the Target Company: Corporate information, share capital structure, and key details of the target company
2. Preliminary Purchase Price Calculation: Framework for determining the purchase price, including any adjustments
3. Due Diligence Requirements: List of documents and information required for due diligence
4. Timetable: Proposed timeline for due diligence, negotiations, and completion
5. Form of Confidentiality Agreement: Detailed confidentiality terms if not included in main agreement
6. Material Contracts: List of key contracts requiring review or consent for transfer
Find the exact document you need
Shadow Equity Agreement
Malaysian-law governed agreement establishing phantom equity rights that simulate company ownership benefits without transferring actual shares.
Download
Profit Split Agreement
A Malaysian law-governed agreement establishing terms and mechanisms for profit sharing between business partners.
Download
Phantom Shares Agreement
A Malaysian law-governed agreement establishing phantom shares as employee compensation, providing share-like benefits without actual equity transfer.
Download
Preference Shares Agreement
A Malaysian law-governed agreement establishing terms and conditions for preference shares issuance, including shareholder rights and company obligations.
Download
Share Surrender Agreement
A Malaysian law-governed agreement documenting the voluntary surrender of shares by a shareholder back to the issuing company, ensuring compliance with local corporate regulations.
Download
Term Sheet Share Purchase Agreement
A preliminary agreement under Malaysian law outlining key terms and conditions for a proposed share acquisition transaction.
Download
Stock Rental Agreement
A Malaysian law-governed agreement facilitating temporary stock transfers between parties, compliant with local securities regulations and financial services requirements.
Download
Phantom Unit Agreement
A Malaysian law agreement establishing phantom units as employee compensation, mirroring company share value without actual equity transfer.
Download
Stock Sale Contract
A Malaysian law-governed agreement for the sale and purchase of company shares, detailing transfer terms, warranties, and completion requirements.
Download
Stock Option Exercise Agreement
A Malaysian law-governed agreement documenting the exercise of stock options and the terms of share purchase by an option holder.
Download
Share Vesting Agreement
A Malaysian law-governed agreement that outlines terms for gradual share ownership transfer to employees or contractors, subject to specific vesting conditions.
Download
Sale Of Shares Contract
A Malaysian law-governed agreement for the sale and transfer of shares between parties, ensuring legal compliance and protecting stakeholder interests.
Download
Phantom Stock Award Agreement
A Malaysian law-governed agreement establishing phantom stock awards as employee compensation, providing stock-value benefits without actual equity transfer.
Download
Business Shares Agreement
A Malaysian law-governed agreement that documents the terms and conditions for the sale and purchase of company shares, ensuring legal compliance and protecting parties' interests.
Download
Stock Redemption Agreement
A Malaysian law-governed agreement setting out terms for a company to repurchase its own shares from existing shareholders.
Download
Stock Option Award Agreement
A Malaysian law-governed agreement detailing the terms and conditions of employee stock option grants, including vesting schedules and exercise rights.
Download
Share Buyout Agreement
A Malaysian law-governed agreement documenting the terms and conditions for the purchase and sale of shares between parties, including price, warranties, and completion requirements.
Download
Preliminary Share Purchase Agreement
A Malaysian law-governed preliminary agreement outlining key terms and conditions for a proposed share purchase, establishing framework for due diligence and negotiations.
Download
Share Issue Agreement
A Malaysian law-governed agreement documenting the terms and conditions for issuing new shares by a company to subscribers, ensuring compliance with local company and securities laws.
Download
Share For Share Exchange Agreement
A Malaysian law-governed agreement facilitating the exchange of shares between companies, detailing exchange terms, valuations, and completion requirements.
Download
Share Buyback Agreement
A Malaysian law-governed agreement for a company to repurchase its own shares from existing shareholders, complying with Companies Act 2016 requirements.
Download
Share Exchange Agreement
A Malaysian law-governed agreement facilitating the exchange of shares between parties, typically used in corporate restructuring or business combinations.
Download
Share Swap Agreement
A Malaysian law-governed agreement facilitating the exchange of shares between parties, detailing swap terms and ensuring regulatory compliance.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)