Minority Shareholder Agreement

Minority Shareholder Agreement Template for Denmark

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Document background

The Minority Shareholder Agreement is a crucial document used when establishing or formalizing the rights and obligations of minority shareholders within a Danish company. It becomes particularly relevant in situations where investors or shareholders hold less than 50% of the company's shares and require additional protection beyond what's provided in the standard articles of association. The agreement typically addresses key aspects such as voting rights, board representation, information rights, and share transfer restrictions, all while ensuring compliance with Danish corporate law. This document is essential for private companies, startup investments, family businesses, and corporate restructurings where minority shareholder protection is paramount. The agreement must align with the Danish Companies Act (Selskabsloven) and other relevant Danish legislation, while providing clear mechanisms for dispute resolution and exit strategies.

Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, majority shareholders, and minority shareholders

2. Background: Context of the agreement, including company information, shareholding structure, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Ownership and Capital Structure: Details of current shareholding and share classes

5. Management and Board Representation: Rights regarding board representation and management participation

6. Minority Protection Rights: Core protective provisions for minority shareholders, including veto rights on key decisions

7. Transfer Restrictions: Limitations on share transfers and process requirements

8. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders

9. Information Rights: Rights to company information and financial reports

10. General Meeting Procedures: Procedures for shareholder meetings and voting

11. Confidentiality: Obligations regarding confidential information

12. Term and Termination: Duration of the agreement and termination provisions

13. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction

14. Miscellaneous: Standard boilerplate provisions

Optional Sections

1. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

2. Pre-emptive Rights: Include when shareholders should have first right to purchase new share issues

3. Anti-dilution Protection: Include for protection against dilution in future funding rounds

4. Put Option Rights: Include when minority shareholders should have the right to sell shares back to the company/majority shareholders

5. Call Option Rights: Include when majority shareholders should have the right to buy out minority shareholders

6. Dividend Policy: Include when specific dividend arrangements need to be agreed

7. Non-Compete and Non-Solicitation: Include when shareholders are also employees or have operational roles

8. Dispute Resolution: Include when parties want specific alternative dispute resolution procedures

Suggested Schedules

1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current share ownership and share classes

2. Schedule 2 - Reserved Matters: List of decisions requiring minority shareholder approval

3. Schedule 3 - Information Rights Details: Specific information and reporting requirements including timing and format

4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule 5 - Valuation Principles: Agreed methods for share valuation in various scenarios

6. Schedule 6 - Company's Articles of Association: Current articles of association referenced in the agreement

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