What documents do I need for a private equity fund to buy 40% of my Philippine company?

In Philippines
Last Updated: Mar 25, 2026
A private equity firm offered to invest for a 40% stake and board seat, and they want exclusivity while they do due diligence. I’m worried about warranties, exit rights, and what happens if the deal falls through. What are the key agreements and protections I should ask for?

Lawyer Answers

KM Law Offices

KM Law Offices

Mar 25, 2026
Typically, arrangements with investors are covered by an investment agreement, subscription agreement, share purchase agreement, and/or shareholders agreement. Some of the clauses that you should watch out for are the following: (i) representations and warranties, (ii) indemnity/liability, (iii) tag-along and drag-along rights, (iv) right of first refusal, (v) voting rights, governance, and reserved matters.
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