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Equity Distribution Agreement Template for Philippines

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Key Requirements PROMPT example:

Equity Distribution Agreement

"I need an Equity Distribution Agreement for my fintech company based in Manila, which will appoint ABC Securities Inc. as distributor for a planned share issuance in March 2025, with special provisions for online distribution platforms and compliance with Philippine foreign ownership restrictions."

Document background
The Equity Distribution Agreement serves as a critical legal framework for companies seeking to distribute equity securities in the Philippines. This document is essential when an issuer wants to engage a professional distributor to market and sell their equity securities to investors, whether through public offerings or private placements. The agreement must comply with the Philippine Revised Corporation Code, Securities Regulation Code, and various SEC regulations. It typically includes detailed provisions on distribution methods, pricing mechanisms, regulatory compliance requirements, and risk allocation between parties. The document is particularly important in the context of Philippine market practices, where foreign ownership restrictions and specific regulatory requirements must be carefully addressed. The agreement also serves as a key reference point for ongoing compliance and operational guidelines throughout the distribution period.
Suggested Sections

1. Parties: Identifies the issuer, distributor, and any other relevant parties to the agreement

2. Background: Describes the context of the agreement, including the issuer's business and intention to distribute equity securities

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope: Establishes the distributor's appointment and defines the scope of their authority

5. Securities Description: Details the equity securities to be distributed, including class, rights, and restrictions

6. Distribution Terms: Specifies the terms and conditions for distribution, including pricing mechanism and distribution period

7. Representations and Warranties: Contains representations and warranties from both parties

8. Compliance Requirements: Outlines compliance obligations under Philippine securities laws and regulations

9. Commission and Payment Terms: Details the compensation structure and payment terms for the distributor

10. Term and Termination: Specifies the duration of the agreement and termination provisions

11. Confidentiality: Establishes confidentiality obligations regarding sensitive information

12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and establishes jurisdiction for disputes

13. General Provisions: Contains standard boilerplate provisions including notices, amendments, and assignment

Optional Sections

1. Foreign Ownership Compliance: Required when the distribution involves foreign investors, addressing compliance with Philippine foreign ownership restrictions

2. Online Distribution Provisions: Include when distribution will occur through online platforms or digital means

3. Market Making Obligations: Include when the distributor will act as a market maker for the securities

4. Lock-up Provisions: Include when there are restrictions on the timing of security sales by certain holders

5. Registration Rights: Include when certain security holders are granted rights to require registration of their securities

6. Co-Sale Rights: Include when existing shareholders are granted rights to participate in the distribution

7. Anti-dilution Provisions: Include to protect certain investors from dilution in specific circumstances

Suggested Schedules

1. Schedule A - Securities Details: Detailed description of the securities, including terms, conditions, and rights attached

2. Schedule B - Pricing Mechanism: Detailed methodology for determining the price of securities

3. Schedule C - Distribution Territory: Geographic areas where the securities may be distributed

4. Schedule D - Commission Structure: Detailed breakdown of commission calculations and payment terms

5. Schedule E - Marketing Materials: Approved forms and templates for marketing the securities

6. Schedule F - Compliance Procedures: Detailed procedures for ensuring compliance with securities laws

7. Schedule G - Key Personnel: List of key personnel responsible for distribution activities

8. Appendix 1 - Required Regulatory Disclosures: Standard disclosures required under Philippine securities laws

9. Appendix 2 - Form of Subscription Agreement: Template agreement for subscribers of the securities

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 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

Investment Banking

Securities Trading

Corporate Services

Legal Services

Banking

Technology (for fintech platforms)

Real Estate Investment Trusts

Energy

Infrastructure

Manufacturing

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Finance

Investment Banking

Risk Management

Treasury

Corporate Secretarial

Investor Relations

Business Development

Securities Trading

Corporate Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Compliance Officer

Investment Banking Director

Securities Distribution Manager

Corporate Finance Manager

Legal Counsel

Risk Management Officer

Business Development Director

Treasury Manager

Investor Relations Manager

Corporate Planning Director

Securities Trading 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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