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Proxy Shareholder Agreement

Proxy Shareholder Agreement Template for India

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Key Requirements PROMPT example:

Proxy Shareholder Agreement

"I need a Proxy Shareholder Agreement for my UK-based investment firm to appoint a local Indian proxy holder who can vote on our behalf for all shareholder matters in our portfolio companies, with authority to handle both routine and special resolutions."

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Document background
The Proxy Shareholder Agreement is a vital instrument in Indian corporate governance that enables shareholders to delegate their voting rights to authorized representatives. This document becomes necessary when shareholders cannot personally attend meetings or wish to entrust their voting rights to professional proxy holders or other trusted parties. The agreement must comply with the Companies Act, 2013, SEBI regulations, and other relevant Indian legislation governing corporate affairs. It typically includes detailed provisions about voting procedures, scope of authority, communication protocols, and safeguards to protect the principal's interests. This type of agreement is particularly useful for institutional investors, overseas shareholders, or situations involving multiple corporate holdings where centralized voting control is desired.
Suggested Sections

1. Parties: Identification of the Principal Shareholder and the Proxy Holder with complete details

2. Background: Context of the agreement, including details of shareholding and reasons for proxy appointment

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

4. Appointment of Proxy: Formal appointment clause and duration of the proxy arrangement

5. Scope of Authority: Detailed description of voting rights and powers being delegated to the proxy holder

6. Rights and Obligations of the Proxy Holder: Responsibilities and duties of the proxy holder in exercising the delegated authority

7. Rights Retained by the Principal Shareholder: Specification of rights retained by the principal shareholder

8. Voting Instructions: Process for providing voting instructions and handling of voting decisions

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Representations and Warranties: Standard representations by both parties regarding their capacity and authority

11. Confidentiality: Obligations regarding confidential information

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

13. Notices: Process and requirements for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Remuneration: Terms of payment if the proxy holder is to be compensated for their services

2. Indemnification: Provisions for indemnifying the proxy holder for actions taken in good faith

3. Sub-delegation: Rights and process for sub-delegating proxy rights, if permitted

4. Electronic Voting Provisions: Specific provisions for electronic voting if relevant for the company

5. Conflict Resolution: Detailed dispute resolution procedures including mediation or arbitration

6. Special Voting Instructions: Specific instructions for particular matters or types of resolutions

7. Reporting Requirements: Regular reporting obligations of the proxy holder to the principal shareholder

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares covered under the proxy arrangement including share certificate numbers and class of shares

2. Schedule 2 - Voting Guidelines: Detailed guidelines for voting on different types of resolutions

3. Schedule 3 - Communication Protocol: Procedures for communication between principal and proxy holder

4. Schedule 4 - Authorized Representatives: List of authorized representatives who may act on behalf of either party

5. Appendix A - Form of Proxy: Standard form of proxy as required under Companies Act, 2013

6. Appendix B - Board Resolution: Copy of board resolution acknowledging the proxy arrangement if required

7. Appendix C - Specimen Signatures: Specimen signatures of authorized signatories

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

alex.den.21@genieai.co
Relevant legal definitions





































Clauses



































Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Insurance

Manufacturing

Technology

Real Estate

Infrastructure

Healthcare

Retail

Telecommunications

Energy

Professional Services

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Affairs

Investment Management

Shareholder Relations

Corporate Governance

Risk Management

Board Operations

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Investment Manager

Portfolio Manager

Director of Corporate Affairs

Chief Legal Officer

Corporate Governance Officer

Shareholder Relations Manager

Board Secretary

Investment Director

Legal Director

Corporate Operations Manager

Industries






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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