The Stock Purchase Agreement Term Sheet is a crucial preliminary document used in Philippine corporate transactions when parties are negotiating the sale and purchase of shares in a company. It serves as a foundation document that precedes the definitive stock purchase agreement, typically used after initial discussions but before detailed due diligence begins. The term sheet captures the material terms of the proposed transaction, including price, payment structure, conditions, and timeline, while considering Philippine regulatory requirements under the Revised Corporation Code and Securities Regulation Code. While most provisions are non-binding, certain sections like confidentiality and exclusivity are typically binding. The document is particularly important in the Philippine context as it helps parties align their expectations and identify potential regulatory hurdles early in the transaction process, especially regarding foreign ownership restrictions and required governmental approvals.
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1. Parties: Identification of the seller(s), purchaser(s), and the target company
2. Background: Brief context of the proposed transaction and current ownership structure
3. Definitions: Key terms used throughout the term sheet
4. Transaction Overview: High-level description of the proposed stock purchase transaction
5. Purchase Price: Proposed purchase price, payment structure, and any adjustments
6. Payment Terms: Timeline and method of payment, including any escrow arrangements
7. Conditions Precedent: Key conditions that must be met before closing
8. Due Diligence: Scope and timeline for due diligence investigation
9. Confidentiality: Terms regarding confidential information sharing and announcement restrictions
10. Exclusivity: Period during which seller cannot negotiate with other potential buyers
11. Timeline: Expected dates for key milestones including signing, due diligence, and closing
12. Governing Law: Specification of Philippine law as governing law and jurisdiction
1. Purchase Price Adjustment: Detailed mechanisms for post-closing adjustments based on working capital, earnings, or other metrics
2. Management Retention: Terms for retaining key management personnel, used when continuity of management is crucial
3. Non-Competition: Restrictions on seller's future competitive activities, included when seller is a strategic player
4. Break-up Fee: Fee payable if either party terminates negotiations, used in larger transactions
5. Foreign Investment Provisions: Special provisions required when buyer is foreign, addressing ownership restrictions
6. Regulatory Approvals: Section outlining required regulatory approvals, included when transaction requires specific government clearances
7. Employee Matters: Treatment of employees post-closing, included when significant workforce is involved
8. Intellectual Property: Special provisions for IP transfers, included when IP is a significant asset
1. Appendix A - Corporate Structure: Current and post-closing ownership structure diagrams
2. Schedule 1 - Key Terms Summary: Executive summary of principal transaction terms
3. Schedule 2 - Timeline: Detailed timeline of key dates and milestones
4. Schedule 3 - Required Consents: List of third-party and regulatory consents required
Authors
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Relevant Industries
Banking & Finance
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Telecommunications
Mining
Agriculture
Construction
Transportation & Logistics
Professional Services
Consumer Goods
Media & Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Investment
Executive Leadership
Treasury
Compliance
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Banker
Business Development Manager
Mergers & Acquisitions Director
Corporate Secretary
Financial Controller
Managing Director
Private Equity Manager
Chief Legal Officer
Chief Strategy Officer
Investment Director
Transaction Advisory Manager
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