Shareholder Settlement Agreement Template for Indonesia

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Key Requirements PROMPT example:

Shareholder Settlement Agreement

"I need a Shareholder Settlement Agreement under Indonesian law for resolving a dispute between three shareholders of a private technology company, where two minority shareholders will sell their combined 30% stake to the majority shareholder by March 2025, with payment in installments."

Document background
The Shareholder Settlement Agreement is a crucial document used in Indonesian corporate practice to formally resolve disputes or disagreements between shareholders of a company. It becomes necessary when shareholders face conflicts over various issues such as management decisions, dividend distributions, share valuations, or corporate governance matters. The agreement must comply with Indonesian corporate law, particularly Law No. 40 of 2007, and often requires approval from the company's board of directors. It serves to document the terms of settlement, including any share transfers, payment obligations, mutual releases, and future arrangements between parties. This type of agreement is particularly important in Indonesia's business environment, where maintaining harmonious business relationships while ensuring legal compliance is essential. The document typically requires careful drafting to ensure enforceability under Indonesian law and may need to consider additional regulatory requirements if the company is publicly listed.
Suggested Sections

1. Parties: Identification of all shareholders and the company involved in the settlement

2. Background: Recitals detailing the history of the dispute and circumstances leading to the settlement

3. Definitions: Definitions of key terms used throughout the agreement

4. Settlement Terms: Core terms of the settlement including any share transfers, payments, or other obligations

5. Release and Waiver: Mutual release of claims and waiver of future rights related to the settled dispute

6. Confidentiality: Obligations regarding confidentiality of the settlement terms and related information

7. Representations and Warranties: Statements of fact and assurances from each party

8. Tax Implications: Treatment of tax obligations arising from the settlement

9. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and choice of forum

10. Notices: Process for serving formal notices under the agreement

11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Non-Compete Provisions: Restrictions on competitive activities, used when settling disputes involving business competition

2. Share Valuation Mechanism: Process for valuing shares, needed when settlement involves share transfers without fixed prices

3. Regulatory Compliance: Special provisions for compliance with OJK regulations, required for public companies

4. Transitional Arrangements: Temporary arrangements during implementation of settlement terms

5. Director Resignations: Procedures for resignation of directors, needed when settlement involves management changes

6. Third Party Rights: Rights of affected third parties, required when settlement impacts other stakeholders

7. Break Fee: Penalties for breach of settlement terms, used in high-value settlements

Suggested Schedules

1. Share Transfer Documentation: Forms and documents required for any share transfers

2. Payment Schedule: Detailed timeline and terms for settlement payments

3. Corporate Approvals: Copies of board resolutions and shareholder approvals

4. Resignation Letters: Template or actual resignation letters for departing officers

5. Release Documentation: Detailed forms for mutual releases and waivers

6. Existing Disputes Summary: List of all disputes being settled

7. Company Information: Key corporate information and shareholding structure

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 legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Mining

Agriculture

Retail

Energy

Healthcare

Telecommunications

Construction

Professional Services

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Corporate Governance

Compliance

Finance

Risk Management

Shareholder Relations

Investment Relations

Executive Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Chief Financial Officer

Board Director

Company Director

Shareholder Relations Manager

Compliance Officer

Corporate Governance Officer

Risk Manager

Investment Relations Manager

Managing Director

General Counsel

Business Development Director

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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