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Joint Venture And Shareholders Agreement
"I need a Joint Venture and Shareholders Agreement under Nigerian law for a manufacturing joint venture between our UK-based company (60% ownership) and a local Nigerian partner (40% ownership), with operations expected to commence in March 2025 and including specific provisions for technology transfer and export rights."
1. Parties: Identification of all parties entering into the agreement, including their registered addresses and company details
2. Background: Recitals explaining the context of the joint venture and the parties' intentions
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Formation of the Joint Venture: Details of the joint venture company's formation, business objectives, and scope
5. Capital Structure and Financing: Initial capitalization, shareholding structure, and future funding obligations
6. Share Subscription and Payment: Terms and conditions for initial share subscription and payment arrangements
7. Management and Governance: Board composition, appointment rights, voting rights, and management structure
8. Shareholders' Rights and Obligations: Key rights and obligations of shareholders, including voting and dividend rights
9. Reserved Matters: Decisions requiring special majority or unanimous consent
10. Transfer of Shares: Restrictions on share transfers, right of first refusal, tag-along and drag-along rights
11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
12. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Exit Mechanisms: Procedures for shareholder exit, including put and call options
15. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Technology and Intellectual Property: Required when the joint venture involves significant IP or technology transfer
2. Local Content Requirements: Necessary when the joint venture operates in sectors with specific Nigerian local content requirements
3. Environmental Compliance: Required for joint ventures in industries with environmental impact
4. Industry-Specific Regulations: Needed when operating in regulated industries like oil & gas, banking, or telecommunications
5. Foreign Investment Provisions: Required when one or more parties are foreign investors
6. Employee Matters: Necessary when the joint venture involves significant employee transfers or specific employment arrangements
7. Tax Matters: Detailed tax provisions required for complex cross-border structures or specific tax arrangements
1. Schedule 1 - Details of the Company: Company information including registration details, registered office, and initial directors
2. Schedule 2 - Initial Business Plan: Detailed business plan including strategic objectives, financial projections, and operational plans
3. Schedule 3 - Capital Structure: Detailed breakdown of shareholding, share classes, and rights attached to shares
4. Schedule 4 - Reserved Matters: Comprehensive list of matters requiring special approval
5. Schedule 5 - Initial Directors: List of initial directors and their details
6. Schedule 6 - Deed of Adherence: Form of deed for new shareholders joining the agreement
7. Schedule 7 - Key Performance Indicators: Agreed performance metrics for the joint venture
8. Schedule 8 - Initial Budget: Detailed first-year budget and financial requirements
9. Appendix A - Articles of Association: Company's articles of association aligned with the shareholders agreement
10. Appendix B - Management Policies: Key management and operational policies
Authors
Oil and Gas
Manufacturing
Agriculture and Agribusiness
Technology and Telecommunications
Financial Services
Infrastructure Development
Real Estate
Mining and Natural Resources
Power and Energy
Healthcare
Fast-Moving Consumer Goods
Transportation and Logistics
Education
Construction
Legal
Corporate Affairs
Finance
Mergers and Acquisitions
Business Development
Compliance
Risk Management
Strategy
Corporate Governance
Investment
Operations
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Director
Corporate Secretary
Head of Mergers and Acquisitions
Investment Director
Board Member
Chief Operating Officer
General Counsel
Commercial Director
Business Development Director
Risk Management Officer
Compliance Officer
Strategy Director
Joint Venture Manager
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