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Public Company Shareholders Agreement
"I need a Public Company Shareholders Agreement for an Indonesian technology company planning to IPO in March 2025, with specific provisions for foreign institutional investors holding 30% ownership and protection mechanisms for minority shareholders."
1. Parties: Identification of all shareholders and the company, including registration details and addresses
2. Background: Context of the agreement, company's status as a public company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Indonesian legal terms
4. Share Capital and Shareholding Structure: Details of authorized, issued, and paid-up capital, share classes, and current shareholding structure
5. Corporate Governance: Board structure, appointment rights, voting mechanisms, and compliance with OJK regulations
6. Shareholder Meetings: Procedures for general meetings, voting rights, quorum requirements as per OJK regulations
7. Transfer of Shares: Rules for share transfers, right of first refusal, tag-along and drag-along rights
8. Pre-emptive Rights: Shareholders' rights in new share issuances and capital increases
9. Reserved Matters: List of decisions requiring special shareholder approval
10. Dividend Policy: Framework for dividend declarations and distributions
11. Information Rights: Shareholders' rights to company information and financial reports
12. Confidentiality: Protection of company and shareholder confidential information
13. Term and Termination: Duration of agreement and circumstances for termination
14. Dispute Resolution: Mechanism for resolving disputes, including choice of Indonesian forum
15. General Provisions: Standard clauses including notices, amendments, governing law
1. Strategic Investors Rights: Special rights for strategic investors, used when there are significant institutional investors
2. Anti-dilution Protection: Protection against share value dilution, included for minority shareholders
3. Put and Call Options: Share purchase and sale options, included when shareholders want future exit mechanisms
4. Non-competition and Non-solicitation: Restrictions on competitive activities, used for shareholders with industry connections
5. Management Provisions: Detailed management structure and policies, used for companies with complex management needs
6. Foreign Investment Provisions: Special provisions for foreign shareholders, included when there are foreign investors
7. Related Party Transactions: Rules for dealing with related party transactions, used when there are significant inter-company dealings
8. ESG Compliance: Environmental, Social, and Governance requirements, included for companies with ESG commitments
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share ownership and share classes
2. Schedule 2 - Reserved Matters: Comprehensive list of matters requiring special approval
3. Schedule 3 - Board Composition: Current board structure and appointment rights
4. Schedule 4 - Corporate Governance Guidelines: Detailed governance procedures and compliance requirements
5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement
6. Schedule 6 - Company's Articles of Association: Current articles of association
7. Schedule 7 - Share Transfer Procedures: Detailed procedures for implementing share transfers
8. Schedule 8 - Initial Business Plan: Company's current business plan and strategy
9. Appendix A - Key Performance Indicators: Agreed performance metrics for company evaluation
10. Appendix B - Regulatory Compliance Checklist: List of OJK and other regulatory requirements
Authors
Annual General Meeting of Shareholders (RUPS Tahunan)
Articles of Association (Anggaran Dasar)
Board of Commissioners (Dewan Komisaris)
Board of Directors (Direksi)
Business Day
Capital Market Law
Company
Company Law
Completion
Confidential Information
Corporate Action
Deed of Adherence
Effective Date
Encumbrance
Extraordinary General Meeting (RUPS Luar Biasa)
Financial Year
Free Float
General Meeting of Shareholders (RUPS)
IDX
Independent Commissioner
Independent Director
Indonesian Law
Initial Public Offering
Majority Shareholders
Material Transaction
Minority Shareholders
OJK
Ordinary Shares
Parties
Public Company (Perusahaan Terbuka)
Public Float Requirements
Related Party
Related Party Transaction
Reserved Matters
Restricted Shares
Rights Issue
Shareholders
Shares
Share Capital
Share Transfer
Strategic Investor
Subsidiary
Substantial Shareholder
Tag-Along Rights
Transfer Notice
Voting Rights
Definitions
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Corporate Governance
Regulatory Compliance
Information Rights
Dividend Policy
Related Party Transactions
Non-Competition
Confidentiality
Anti-Dilution
Put and Call Options
Representations and Warranties
Public Float Requirements
Foreign Investment Restrictions
Stock Exchange Compliance
Financial Reporting
Dispute Resolution
Governing Law
Force Majeure
Termination
Assignment
Notices
Entire Agreement
Severability
Waiver
Amendment
Costs and Expenses
Further Assurance
Banking & Financial Services
Manufacturing
Mining & Resources
Technology
Telecommunications
Real Estate & Property
Consumer Goods
Infrastructure
Energy
Healthcare
Retail
Agriculture & Plantation
Transportation & Logistics
Legal
Corporate Secretariat
Compliance
Investment Relations
Corporate Governance
Risk Management
Finance
Executive Management
Board Secretariat
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Compliance Officer
Board Director
Commissioner
Investment Relations Manager
Corporate Governance Officer
Risk Management Director
Company Secretary
Head of Legal
Strategic Planning Director
Shareholder Relations Manager
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