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Shareholder Management Agreement Template for England and Wales

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Key Requirements PROMPT example:

Shareholder Management Agreement

"I need a Shareholder Management Agreement for my tech startup with 5 founders, where two founders will have 30% each and three founders will have 13.33% each, including specific provisions for future funding rounds and anti-dilution protection."

Document background
A Shareholder Management Agreement becomes necessary when multiple shareholders hold interests in a company and require a formal framework to manage their relationships and protect their investments. This agreement, governed by English and Welsh law, is particularly crucial for private companies where shares are not freely tradeable on public markets. The document typically addresses key aspects such as share transfer restrictions, voting rights, management participation, and dispute resolution mechanisms. It serves as a crucial tool for preventing and resolving conflicts while ensuring smooth company operations. The agreement complements the company's articles of association and provides additional protection and clarity for all shareholders.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Shareholding Structure: Details of share classes and ownership percentages

5. Management Rights: Decision-making powers and voting rights

6. Transfer Restrictions: Rules governing the transfer of shares

7. Meetings and Resolutions: Procedures for shareholder meetings and voting

8. Termination: Circumstances and procedures for terminating the agreement

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake

2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale

3. Non-Compete Provisions: Restrictions on competitive activities by shareholders

4. Dividend Policy: Rules and procedures for distribution of profits

Suggested Schedules

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

2. Schedule 2 - Reserved Matters: List of decisions requiring special majority or unanimous approval

3. Schedule 3 - Share Valuation Methodology: Agreed method for valuing shares in case of transfers or exits

4. Schedule 4 - Board Composition: Structure and appointment rights for board positions

5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
Relevant Teams
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Industries

Companies Act 2006: Primary legislation governing company operations, including shareholders' rights, directors' duties, company decision-making processes, share transfer provisions, and pre-emption rights

Financial Services and Markets Act 2000: Regulates financial services and markets, particularly relevant if the agreement involves regulated activities or specific investment restrictions

Small Business, Enterprise and Employment Act 2015: Covers transparency requirements and maintaining Register of Persons with Significant Control (PSC)

Corporate Governance Code: Provides best practices for company management, board composition and responsibilities where applicable

Enterprise Act 2002: Competition law framework governing business practices and merger control provisions

Competition Act 1998: Regulates anti-competitive behavior and ensures fair market practices

Employment Rights Act 1996: Relevant when shareholders are also employees, governing employment rights and obligations

UK GDPR and Data Protection Act 2018: Governs data protection requirements and privacy obligations in handling personal information

Income Tax Act 2007: Tax legislation relevant to shareholder income and distributions

Corporation Tax Act 2010: Governs corporate tax implications related to company operations and share transactions

Unfair Contract Terms Act 1977: Regulates the fairness of contractual terms and provides protection against unreasonable contract terms

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

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