Shareholder Representative Agreement Template for England and Wales

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Key Requirements PROMPT example:

Shareholder Representative Agreement

"Need a Shareholder Representative Agreement for our Series B funding round, where we'll appoint a professional representative to act on behalf of our 50+ minority shareholders, with specific focus on voting rights and information access during board meetings starting March 2025."

Document background
The Shareholder Representative Agreement is essential when shareholders need unified representation in corporate matters. This document, governed by English and Welsh law, is commonly used in mergers, acquisitions, or when coordinating multiple shareholder interests. The agreement details the representative's authority to act on behalf of shareholders, including voting rights, information access, and decision-making powers. It provides clarity on the scope of representation, protects all parties' interests, and ensures compliance with UK company law requirements.
Suggested Sections

1. Parties: Identification of the company, shareholders, and appointed representative

2. Background/Recitals: Context of the agreement and appointment of the representative

3. Definitions: Key terms used throughout the agreement

4. Appointment and Authority: Formal appointment and scope of representative's authority

5. Duties and Responsibilities: Detailed obligations of the shareholder representative

6. Term and Termination: Duration of appointment and termination provisions

7. Indemnification: Protection and liability provisions for the representative

8. Governing Law and Jurisdiction: Confirmation of English and Welsh law application

Optional Sections

1. Remuneration: Payment terms and compensation structure for the representative's services

2. Confidentiality: Provisions regarding handling of sensitive information and confidential matters

3. Sub-delegation: Rights and procedures for delegating authority to other parties

4. Insurance: Requirements for professional indemnity insurance and coverage obligations

Suggested Schedules

1. Schedule of Represented Shareholders: Comprehensive list of shareholders represented under the agreement

2. Powers of Attorney: Formal delegation of authority documents and powers granted

3. Scope of Authority: Detailed list of matters within representative's authority and decision-making powers

4. Fee Schedule: Breakdown of any fees, compensation, and payment terms

5. Reporting Requirements: Templates and procedures for required reports and communications

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company law in England and Wales, covering shareholder rights, corporate governance, shareholder meetings, voting procedures, and directors' duties

Financial Services and Markets Act 2000: Legislation regulating financial services, including provisions for authorized representatives, financial markets regulation, and financial promotion rules

Contract Law Principles: Common law principles governing contracts, including the Law of Agency, principles of representation, and the Unfair Contract Terms Act 1977

UK Corporate Governance Code: Set of principles and best practices for corporate governance, defining relationships between shareholders and board, and overall governance framework

UK GDPR and Data Protection Act 2018: Legislation governing the handling and protection of personal data, including data sharing provisions and privacy requirements

FCA Handbook: Regulatory guidelines from the Financial Conduct Authority covering regulated activities and conduct of business requirements

Listing Rules: Regulations applicable to listed companies, covering disclosure obligations and specific requirements for publicly traded companies

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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