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Private Equity Shareholders Agreement

Private Equity Shareholders Agreement Template for South Africa

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Key Requirements PROMPT example:

Private Equity Shareholders Agreement

"I need a Private Equity Shareholders Agreement for a R500 million investment into a South African technology company, with specific provisions for minority shareholder protection and mandatory exit through IPO by March 2025."

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Document background
The Private Equity Shareholders Agreement is a fundamental document used when a private equity fund invests in a South African company, establishing the framework for the relationship between investors and existing shareholders. It is essential for any private equity transaction in South Africa and must comply with local legislation, particularly the Companies Act 71 of 2008, while incorporating international best practices for private equity investments. The agreement typically covers crucial aspects such as governance rights, investment protection mechanisms, exit strategies, and BEE compliance requirements. It is particularly important for ensuring alignment between institutional investors, founding shareholders, and management teams, while providing adequate protections for all parties involved. The document needs to balance the private equity investor's requirements for control and exit rights with the operational needs of the business and local regulatory requirements.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, private equity investor(s), and other shareholders

2. Background: Context of the investment, company history, and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Conditions Precedent: Key conditions that must be fulfilled before the agreement becomes effective

5. Subscription and Funding: Terms of share subscription, payment obligations, and any additional funding requirements

6. Shareholding and Capital Structure: Details of shareholding percentages, classes of shares, and capital structure

7. Corporate Governance: Board composition, appointment rights, voting requirements, and reserved matters

8. Shareholders Meetings: Procedures for convening and conducting shareholders meetings, voting rights and quorum requirements

9. Management and Operations: Day-to-day management provisions, operational control, and business plan requirements

10. Information Rights: Reporting obligations, access to information, and audit rights

11. Transfer Restrictions: Limitations on share transfers and change in control provisions

12. Exit Rights: Drag-along, tag-along rights, IPO provisions, and other exit mechanisms

13. Pre-emptive Rights: Rights of first refusal on new share issues and transfer of existing shares

14. Anti-dilution Protection: Provisions protecting investors from dilution in subsequent funding rounds

15. Confidentiality: Protection of confidential information and trade secrets

16. Dispute Resolution: Mechanism for resolving disputes between shareholders

17. General Provisions: Boilerplate clauses including notices, governing law, and entire agreement provisions

Optional Sections

1. BEE Provisions: Specific provisions relating to Black Economic Empowerment requirements, used when BEE compliance is relevant to the transaction

2. Employee Share Scheme: Provisions for employee share ownership programs, included when the company has or plans to implement such schemes

3. Intellectual Property Rights: Specific provisions for IP protection and ownership, particularly relevant for technology companies

4. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included when specific market protection is required

5. Put and Call Options: Specific share purchase rights, included when parties require additional exit flexibility

6. Strategic Partnerships: Provisions relating to strategic partnerships or joint ventures, included when relevant to the business

7. Environmental, Social and Governance (ESG): Specific ESG requirements and reporting obligations, included for investors with ESG mandates

Suggested Schedules

1. Share Capital and Shareholding: Detailed breakdown of share capital, classes of shares, and current shareholding

2. Reserved Matters: List of decisions requiring special approval from certain shareholders or board members

3. Business Plan: Initial business plan and requirements for future business plans

4. Management Structure: Organizational chart and key management positions

5. Tag and Drag Calculations: Formulae and examples for calculating tag-along and drag-along prices

6. Deed of Adherence: Template document for new shareholders joining the agreement

7. Anti-dilution Calculations: Formulae and examples for anti-dilution adjustments

8. Information Rights Schedule: Detailed reporting requirements and timeframes

9. Warranties: Detailed warranties given by the company and/or founding shareholders

10. BEE Compliance Requirements: Detailed BEE requirements and compliance mechanisms if applicable

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

alex.den.21@genieai.co
Relevant legal definitions
































































Clauses















































Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Retail

Mining

Agriculture

Telecommunications

Real Estate

Energy

Consumer Goods

Infrastructure

Education

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Board of Directors

Executive Management

Risk Management

Corporate Governance

Mergers and Acquisitions

Relevant Roles

Private Equity Partner

Investment Director

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Company Secretary

Board Director

General Counsel

Compliance Officer

BEE Director

Portfolio Manager

Managing Director

Investment Committee Member

Transaction Advisory Partner

Industries









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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