The Shareholder Rights Agreement serves as a fundamental document for Indonesian companies (PTs) with multiple shareholders, particularly those with diverse ownership structures or foreign investment components. This agreement becomes essential when establishing clear protocols for shareholder interactions, corporate governance, and share dealings. It addresses critical aspects such as share transfer restrictions, pre-emptive rights, tag-along and drag-along provisions, and information rights, all while ensuring compliance with Indonesian company law and investment regulations. The document is particularly relevant for companies experiencing ownership transitions, seeking investment, or establishing governance frameworks. Recent updates to Indonesian corporate law and OJK regulations have made such agreements increasingly important for protecting shareholder interests and maintaining corporate stability.
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1. Parties: Identifies all parties to the agreement, including the company and all shareholders
2. Background: Sets out the context of the agreement, company information, and purpose of the arrangement
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Share Capital and Shareholders: Details the company's share capital structure and shareholding percentages
5. Shareholder Rights: Outlines fundamental rights including voting, dividends, and information rights
6. Transfer of Shares: Establishes procedures and restrictions for transferring shares
7. Pre-emptive Rights: Details shareholders' rights to maintain their percentage ownership in new share issuances
8. Tag-Along and Drag-Along Rights: Specifies minority protection and majority exit rights
9. Corporate Governance: Establishes board composition, appointment rights, and decision-making processes
10. General Meetings: Procedures for shareholder meetings, voting, and resolutions
11. Information Rights: Specifies shareholders' rights to company information and financial reports
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and dispute resolution mechanisms
1. Share Classes and Rights: Required when multiple share classes exist with different rights and privileges
2. Weighted Voting Rights: Included when certain shareholders have enhanced voting rights
3. Anti-dilution Protection: Added for agreements involving venture capital or strategic investors
4. Put and Call Options: Included when specific share purchase or sale rights are granted to certain shareholders
5. Non-Compete and Non-Solicitation: Added when shareholders are also involved in business operations
6. Reserved Matters: Listed when certain decisions require special majority or unanimous approval
7. Foreign Investment Provisions: Required when foreign shareholders are involved, addressing compliance with Indonesian investment laws
8. Deadlock Resolution: Included for companies with equal shareholding or potential management deadlock situations
1. Schedule 1: Details of the Company: Company registration details, share capital, and current shareholding structure
2. Schedule 2: Initial Shareholders and Shareholding: List of all shareholders and their initial shareholding percentages
3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4: Board Composition: Details of initial board members and board composition rules
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6: Tag and Drag Notice Forms: Template notices for exercising tag-along and drag-along rights
7. Schedule 7: Valuation Principles: Agreed methods for share valuation in various circumstances
8. Appendix A: Corporate Governance Guidelines: Detailed procedures for corporate governance and decision-making
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