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Shareholder Support Agreement Template for Singapore

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Key Requirements PROMPT example:

Shareholder Support Agreement

"I need a Shareholder Support Agreement for our Singapore-listed tech company, where three major shareholders (holding collectively 45%) will commit to supporting a proposed merger expected to complete by March 2025, with standard voting and transfer restriction provisions."

Document background
The Shareholder Support Agreement is a critical instrument in Singapore corporate transactions where securing shareholder backing is essential. It is commonly used in mergers, acquisitions, corporate restructurings, and other significant corporate actions requiring shareholder approval. The agreement details how supporting shareholders will exercise their voting rights, any restrictions on share transfers, and their obligations during the support period. Under Singapore law, these agreements must comply with the Companies Act, Securities and Futures Act, and where applicable, the Code on Take-overs and Mergers.
Suggested Sections

1. Parties: Identification of all shareholders party to the agreement and the company

2. Background: Context of the agreement and purpose of the support arrangement

3. Definitions and Interpretation: Key terms used throughout the agreement including references to Singapore Companies Act and other relevant legislation

4. Support Obligations: Core undertakings of the supporting shareholders

5. Voting Arrangements: Terms governing how parties will exercise their voting rights

6. Transfer Restrictions: Limitations on share transfers during the support period

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

Optional Sections

1. Standstill Provisions: Restrictions on acquiring additional shares, relevant when there are concerns about creeping control

2. Break Fees: Compensation payable if support is withdrawn, typically included in high-value transactions where certainty is crucial

3. Information Rights: Rights to receive company information, included when supporting shareholders require ongoing information access

Suggested Schedules

1. Schedule of Shareholdings: Details of current shareholdings of supporting shareholders

2. Form of Deed of Adherence: Template for new shareholders to join the agreement

3. Prescribed Notices: Standard form notices for various communications under the agreement

4. Voting Procedures: Detailed procedures for exercising voting rights

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

Relevant legal definitions
































Clauses




























Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters, including shareholders' rights and obligations, share transfers, voting rights, and requirements for shareholder meetings and resolutions

Securities and Futures Act (Cap. 289): Regulates securities market, including disclosure requirements, insider trading provisions, and market manipulation rules. Particularly relevant for listed companies

Singapore Code on Take-overs and Mergers: Sets out rules governing takeovers, mergers, mandatory offers and concert party arrangements in Singapore

Competition Act (Cap. 50B): Governs competition law matters and market concentration issues that might arise from shareholder arrangements

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data of shareholders and related parties

Singapore Contract Law: Common law principles governing contract formation, validity, and enforcement applicable to shareholder agreements

SGX Listing Rules: Rules and requirements for listed companies on the Singapore Exchange, affecting shareholder arrangements and disclosures

MAS Guidelines and Regulations: Regulatory framework set by the Monetary Authority of Singapore affecting corporate governance and shareholder matters

Singapore Code of Corporate Governance: Best practices guidelines for corporate governance, including shareholder rights and company management

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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