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Director Shareholder Agreement
"I need a Director Shareholder Agreement for a tech startup in Jakarta with three founding directors and two incoming venture capital investors, including tag-along rights and a detailed governance structure for protecting minority shareholders."
1. Parties: Identification of all parties to the agreement including company, shareholders, and directors
2. Background: Context of the agreement, company information, and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Appointment and Duties of Directors: Terms of director appointments, roles, responsibilities, and fiduciary duties
5. Shareholders' Rights and Obligations: Key rights and obligations of shareholders including voting rights and capital contribution requirements
6. Share Capital and Transfer Restrictions: Details of share capital structure and restrictions on share transfers
7. Corporate Governance: Board composition, meeting procedures, voting requirements, and reserved matters
8. Dividend Policy: Framework for dividend declarations and distributions
9. Reporting and Information Rights: Requirements for financial reporting and shareholder access to information
10. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
11. Termination: Circumstances and procedures for terminating the agreement
12. Dispute Resolution: Procedures for resolving disputes between parties
13. General Provisions: Standard clauses including notices, amendments, governing law, and language requirements
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of shares by majority shareholders
2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Required when shareholders need protection against dilution from new share issues
4. Executive Share Option Scheme: Include when the company plans to implement share options for executives
5. Foreign Investment Provisions: Required when foreign shareholders or directors are involved
6. Dead-Lock Resolution: Include for companies with equal shareholding to resolve decision-making deadlocks
7. Put and Call Options: Used when shareholders want rights to force purchase/sale of shares in specific circumstances
8. Management Rights: Include when specific shareholders need special management participation rights
1. Schedule 1 - Share Capital Structure: Details of shareholding percentages and share classes
2. Schedule 2 - Reserved Matters: List of decisions requiring special approval
3. Schedule 3 - Board Composition: Current board structure and appointment rights
4. Schedule 4 - Key Performance Indicators: Performance metrics for director evaluation
5. Schedule 5 - Deed of Adherence: Template for new parties joining the agreement
6. Schedule 6 - Company Business Plan: Initial business plan and strategy
7. Appendix A - Corporate Structure Chart: Diagram showing corporate structure and relationships
8. Appendix B - Form of Shareholders' Resolution: Template for shareholder resolutions
Authors
Authority and Powers
Board Meetings
Capital Structure
Confidentiality
Conflict of Interest
Director Duties
Director Indemnification
Director Remuneration
Dispute Resolution
Dividend Policy
Drag-Along Rights
Events of Default
Exit Provisions
Financial Reporting
Force Majeure
General Meetings
Governing Law
Information Rights
Intellectual Property
Language Requirements
Management Rights
Non-Competition
Non-Solicitation
Notices
Pre-emptive Rights
Related Party Transactions
Reserved Matters
Share Transfer Restrictions
Shareholder Meetings
Shareholder Rights
Tag-Along Rights
Term and Termination
Voting Rights
Warranties and Representations
Technology
Manufacturing
Financial Services
Real Estate
Mining
Agriculture
Retail
Healthcare
Education
Infrastructure
Energy
Telecommunications
Professional Services
Consumer Goods
Transportation and Logistics
Legal
Corporate Secretariat
Board of Directors
Executive Management
Compliance
Corporate Governance
Investor Relations
Finance
Risk Management
Corporate Affairs
Chief Executive Officer
Managing Director
Board Member
Company Director
Corporate Secretary
Chief Financial Officer
Legal Director
Compliance Officer
Corporate Governance Officer
Shareholder Representative
Investment Director
Executive Director
Non-Executive Director
Board Chairman
Independent Director
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