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Minority Shareholder Agreement
"I need a Minority Shareholder Agreement for my Pakistani tech startup that's accepting a 15% investment from a venture capital firm in March 2025, with special focus on anti-dilution protection and information rights for the investor."
1. Parties: Identification of all shareholders (majority and minority) and the company
2. Background: Context of the agreement, including company structure and shareholding patterns
3. Definitions: Key terms used throughout the agreement
4. Shareholding Structure: Details of share classes, distribution, and voting rights
5. Management and Control: Board composition, appointment rights, and decision-making processes
6. Reserved Matters: Decisions requiring minority shareholder approval
7. Information Rights: Minority shareholders' rights to company information and financial reports
8. Transfer Restrictions: Limitations on share transfers and right of first refusal
9. Pre-emptive Rights: Rights of existing shareholders in new share issuances
10. Dividend Policy: Framework for dividend declarations and distributions
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law: Specification of Pakistani law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares - include when exit protection is needed
2. Drag-Along Rights: Rights of majority to force minority to join in sale - include for potential future exit scenarios
3. Put Option: Right of minority shareholders to sell shares back to majority - include for additional exit protection
4. Anti-dilution Protection: Protection against value dilution - include for growth companies
5. Strategic Decisions: Special provisions for business strategy involvement - include for active minority investors
6. Non-compete and Non-solicitation: Restrictions on competitive activities - include for operational shareholders
7. Deadlock Resolution: Specific procedures for resolving deadlocks - include for 50/50 joint ventures
8. Foreign Investment Provisions: Special provisions for foreign investors - include when foreign shareholders are involved
1. Schedule 1 - Share Capital and Shareholders: Detailed breakdown of shareholding structure and share classes
2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring minority approval
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5 - Valuation Methodology: Agreed methods for share valuation in various scenarios
6. Schedule 6 - Information Rights Details: Specific information and reporting requirements
7. Appendix A - Key Performance Indicators: Metrics for monitoring company performance
8. Appendix B - Form of Deed of Adherence: Template for new shareholders joining the agreement
Authors
Technology
Manufacturing
Financial Services
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Agriculture
Construction
Mining
Education
Transportation
Media and Entertainment
Legal
Corporate Governance
Compliance
Finance
Executive Leadership
Board of Directors
Investor Relations
Risk Management
Corporate Affairs
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Shareholder Relations Manager
Compliance Officer
Corporate Governance Officer
Investment Analyst
Business Development Manager
Risk Manager
General Counsel
Financial Controller
Company Director
Private Equity Manager
Venture Capital Manager
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