The Amended And Restated Shareholders Agreement is utilized when significant changes to an existing shareholders agreement are required, typically triggered by events such as new shareholder entry, capital restructuring, or material changes in business operations. This document, governed by Indonesian law, serves to consolidate all previous amendments and establish a single, comprehensive agreement that reflects the current state of shareholder relationships and corporate governance structure. It must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including specific requirements for foreign investment if applicable. The agreement typically includes detailed provisions on share transfers, voting rights, board composition, reserved matters, and exit mechanisms, while preserving certain rights and obligations from the original agreement that remain relevant.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the original agreement, reasons for amendment and restatement, and current shareholding structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including reference to defined terms from the original agreement that remain applicable
4. Amendment and Restatement: Express provision that this agreement amends and restates the original shareholders agreement in its entirety
5. Capital Structure and Shareholding: Details of the company's share capital, classes of shares, and current ownership structure
6. Shareholder Rights and Obligations: Core rights and obligations of shareholders, including voting rights and capital contribution requirements
7. Corporate Governance: Board composition, appointment rights, meeting procedures, and reserved matters
8. General Meetings: Procedures for shareholder meetings, voting requirements, and quorum
9. Share Transfers: Restrictions on transfer, right of first refusal, tag-along and drag-along rights
10. Funding and Dividends: Provisions regarding additional funding, dividend policy, and distribution of profits
11. Confidentiality: Obligations regarding confidential information and company secrets
12. Competition and Business Protection: Non-compete and non-solicitation provisions
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices
1. Preferred Rights: Used when there are preferred shareholders with special rights and privileges
2. Anti-dilution Protection: Included when shareholders require protection against dilution from new share issues
3. IPO Rights: Required if there are plans or possibilities for future public listing
4. Strategic Investor Rights: Included when there are strategic investors with special information or participation rights
5. Foreign Investment Provisions: Required when there are foreign shareholders, addressing compliance with Indonesian foreign investment laws
6. Industry-Specific Compliance: Added for companies in regulated industries like financial services or mining
7. Management Provisions: Detailed management rights and obligations when shareholders are involved in day-to-day management
8. Deadlock Resolution: Required for 50/50 joint ventures or where specific deadlock resolution mechanisms are needed
1. Current Shareholding Structure: Detailed breakdown of current shareholding including share numbers and percentages
2. Reserved Matters: List of matters requiring special approval from specific shareholders or voting thresholds
3. Form of Deed of Adherence: Template for new shareholders to agree to be bound by the agreement
4. Amended Corporate Governance Framework: Detailed procedures for board and shareholder meetings, reporting requirements
5. Key Performance Indicators: Specific performance metrics and targets if applicable
6. Original Agreement Provisions: List of provisions from original agreement that are specifically preserved or modified
7. Share Valuation Methodology: Agreed methods for valuing shares for various transfer scenarios
8. Regulatory Approvals: List of obtained regulatory approvals and ongoing compliance requirements
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Real Estate
Mining and Resources
Agriculture
Retail and Consumer
Healthcare
Education
Infrastructure
Transportation and Logistics
Energy
Telecommunications
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Finance
Compliance
Corporate Development
Investor Relations
Board of Directors
Board of Commissioners
Executive Management
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Chief Financial Officer
Legal Director
Investment Director
Corporate Development Director
Shareholder Relations Manager
Board Director
Commissioner
Managing Director
Chief Investment Officer
Compliance Officer
Company Secretary
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