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Minority Shareholder Agreement
"I need a Minority Shareholder Agreement under Dutch law for our tech startup, where we have three minority investors each holding 10% shares, with specific focus on anti-dilution protection and information rights for future funding rounds planned in March 2025."
1. Parties: Identification of all parties to the agreement, including majority and minority shareholders
2. Background: Context of the agreement, company information, and current shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Ownership and Capital Structure: Details of shareholding percentages, share classes, and capital structure
5. Minority Shareholder Rights: Fundamental rights of minority shareholders, including voting rights and protection mechanisms
6. Corporate Governance: Management structure, board composition, and decision-making processes
7. Reserved Matters: Decisions requiring minority shareholder approval or special voting majorities
8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
9. Tag-Along and Drag-Along Rights: Rights of minority shareholders to join in sale transactions or be required to sell
10. Information Rights: Rights to company information, financial statements, and other reports
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Exit Provisions: Mechanisms for shareholders to exit the company, including put and call options
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard legal provisions including governing law, amendments, and notices
1. Anti-Dilution Protection: Protection against dilution of shareholding, used when future capital raises are anticipated
2. Dividend Policy: Specific arrangements for dividend distributions, included when parties want to establish clear dividend rights
3. Right of First Refusal: Detailed provisions for share purchase rights, used when parties want additional transfer restrictions
4. Employment Provisions: Terms related to shareholder employment, included when shareholders are also employees
5. Intellectual Property Rights: IP ownership and licensing provisions, relevant for technology companies
6. Non-Compete and Non-Solicitation: Restrictions on competitive activities, included when business protection is crucial
7. Dead-Lock Resolution: Specific procedures for resolving management dead-locks, important for 50/50 shareholdings
8. Representations and Warranties: Specific assurances from parties, included in more complex transactions
1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current share ownership and share classes
2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring special approval
3. Schedule 3 - Deed of Adherence: Template for new shareholders to join the agreement
4. Schedule 4 - Company Information: Key company details including registration numbers and registered office
5. Schedule 5 - Valuation Methodology: Agreed methods for share valuation in various circumstances
6. Schedule 6 - Board Regulations: Detailed procedures for board operations and decision-making
7. Appendix A - Articles of Association: Copy of the company's current articles of association
8. Appendix B - Business Plan: Current business plan (if referenced in the agreement)
Authors
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Financial Services
Energy
Media and Entertainment
Construction
Agriculture
Transportation and Logistics
Biotechnology
Software Development
Consulting
Legal
Corporate Governance
Finance
Executive Management
Board of Directors
Corporate Secretariat
Compliance
Investment Relations
Risk Management
Corporate Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Investment Manager
Corporate Development Director
Board Member
Managing Director
Shareholder Relations Manager
Finance Director
Business Development Director
Compliance Officer
Investment Advisor
Corporate Governance Officer
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