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New Shareholder Agreement
"I need a New Shareholder Agreement for a tech startup with three founding shareholders and two venture capital investors, including specific provisions for future funding rounds and anti-dilution protection, compliant with South African law and B-BBEE requirements."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Capital and Certificates: Details the company's share capital structure and share certificate provisions
5. Shareholders' Rights and Obligations: Outlines fundamental rights and obligations of shareholders
6. Management and Decision Making: Establishes governance structure, board composition, and decision-making processes
7. Share Transfer Restrictions: Details restrictions on share transfers and pre-emptive rights
8. Tag-Along and Drag-Along Rights: Specifies minority protection and majority exit facilitation rights
9. Dividend Policy: Sets out the approach to declaring and paying dividends
10. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
11. Confidentiality: Obligations regarding company and shareholder confidential information
12. Breach and Remedies: Consequences of breach and available remedies
13. Termination: Circumstances under which the agreement can be terminated
14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. B-BBEE Provisions: Required if the company needs to maintain specific B-BBEE status levels
2. Anti-dilution Protection: Important for companies planning future funding rounds
3. Put and Call Options: Useful when shareholders want specific exit mechanisms
4. Non-compete and Non-solicitation: Important when shareholders are involved in similar businesses
5. Intellectual Property Rights: Essential for technology companies or IP-heavy businesses
6. Additional Funding Obligations: Required when shareholders may need to provide additional capital
7. Good Leaver/Bad Leaver Provisions: Important when shareholders are also employees or directors
1. Details of Shareholders and Shareholding: Current shareholders and their respective shareholdings
2. Company Information: Detailed company information including registration numbers and addresses
3. Share Transfer Form: Standard form for executing share transfers
4. Reserved Matters: List of decisions requiring special majorities or unanimous consent
5. Deed of Adherence: Template for new shareholders to sign up to the agreement
6. Fair Market Value Calculation: Methodology for calculating share values
7. B-BBEE Structure: Details of B-BBEE ownership structure if applicable
8. Business Plan: Initial business plan and strategy (if relevant)
Authors
Technology
Manufacturing
Financial Services
Retail
Mining
Healthcare
Professional Services
Real Estate
Agriculture
Energy
Telecommunications
Construction
Tourism
Transport and Logistics
Education
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Investment
Corporate Development
Board of Directors
Company Secretariat
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Secretary
Business Development Director
Investment Manager
Compliance Officer
Board Director
Private Equity Manager
Venture Capital Manager
B-BBEE Consultant
Corporate Governance Specialist
Risk Manager
Mergers & Acquisitions Director
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