A Shareholder Contract is essential when two or more parties hold shares in a company and wish to formalize their rights and obligations. Under English and Welsh law, this agreement provides crucial protections beyond those in the articles of association, covering aspects such as share transfers, decision-making processes, and dispute resolution mechanisms. It's particularly valuable for startups, family businesses, and joint ventures, helping prevent future conflicts and providing clear exit strategies. The agreement should be put in place either when a company is formed or when new shareholders join.
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1. Parties: Identification and details of all shareholders and the company
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholdings: Details of share classes, rights, and current ownership
5. Transfer of Shares: Procedures and restrictions for share transfers
6. Management and Decision Making: Governance structure and voting rights
7. Reserved Matters: Decisions requiring special majority or unanimous consent
8. Board of Directors: Composition, appointment, removal and proceedings of the board
9. General Meetings: Procedures for shareholder meetings and voting
10. Confidentiality: Obligations regarding company and shareholder confidential information
11. Term and Termination: Duration of the agreement and termination provisions
1. Tag-Along Rights: Protection for minority shareholders to join in sale of shares
2. Drag-Along Rights: Ability to force minorities to join in sale of company
3. Dividend Policy: Rules for distribution of profits
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
5. Dead-Lock Provisions: Procedures for resolving shareholder or board deadlocks
1. Schedule 1: Details of the Company: Company information including registered office, directors, share capital
2. Schedule 2: Matters Requiring Shareholder Consent: List of reserved matters requiring special approval
3. Schedule 3: Share Transfer Notice: Template for share transfer notifications
4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5: Business Plan: Initial business plan and strategy of the company
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