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Shareholders Agreement Joint Venture
"I need a Shareholders Agreement Joint Venture for a manufacturing joint venture between our Australian company (60% shareholding) and an Indonesian partner (40% shareholding), with specific provisions for technology transfer and local content requirements, targeted for signing by March 2025."
1. Parties: Identification of all shareholders and the JV company
2. Background: Context of the joint venture formation and shareholders' intention
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholding Structure: Details of issued shares, shareholding percentages, and share classes
5. Subscription and Payment of Shares: Terms for share subscription, payment obligations, and capital contribution schedules
6. Corporate Governance: Board structure, appointment rights, and management provisions
7. Shareholders Meetings: Procedures for general and extraordinary shareholders meetings, voting rights and quorum requirements
8. Reserved Matters: Actions requiring special approval from specific shareholders or unanimous consent
9. Business Plan and Funding: Initial business plan, future funding requirements, and funding mechanisms
10. Distribution Policy: Dividend policy and profit distribution principles
11. Transfer of Shares: Restrictions on share transfers, right of first refusal, and tag-along/drag-along rights
12. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
13. Termination: Circumstances allowing termination and consequences
14. Confidentiality: Protection of confidential information and trade secrets
15. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
16. General Provisions: Standard clauses including notices, amendments, and language requirements
1. Non-Compete and Non-Solicitation: Restrictions on competing activities and employee solicitation - include when shareholders have other business interests
2. Intellectual Property Rights: IP ownership and licensing provisions - include when JV involves significant IP
3. Technology Transfer: Terms for technology transfer between shareholders and JV - include for technical/manufacturing JVs
4. Local Content Requirements: Compliance with Indonesian local content requirements - include for manufacturing or regulated industries
5. Export Restrictions: Export limitations and requirements - include when JV involves international trade
6. Environmental Compliance: Environmental obligations and compliance - include for industrial or resource-based JVs
7. Employee Matters: Key employee appointments and secondment terms - include when involving significant staff transfers
8. Put and Call Options: Share purchase options - include when shareholders want exit flexibility
1. Share Capital Details: Detailed breakdown of shareholding structure and share classes
2. Initial Business Plan: Detailed business plan including financial projections
3. Board Charter: Detailed procedures for board operations and decision-making
4. Reserved Matters List: Comprehensive list of matters requiring special approval
5. Key Performance Indicators: Agreed performance metrics for the JV
6. Initial Budget: Detailed budget for the first operational period
7. Shareholder Loans Terms: Terms and conditions for any shareholder loans
8. Form of Deed of Adherence: Template for new shareholders joining the agreement
9. Technical Services Agreement: Terms for technical support if applicable
10. Management Services Agreement: Terms for management services if applicable
Authors
Annual Budget
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Call Option
Capital Contribution
Completion Date
Confidential Information
Deed of Adherence
Default Event
Deadlock
Deed of Transfer
Effective Date
Encumbrance
Fair Market Value
Financial Year
Foreign Investment
General Meeting of Shareholders
Governmental Authority
Independent Director
Initial Business Plan
Intellectual Property Rights
Investment Law
Joint Venture Company
Key Performance Indicators
Local Content Requirements
Material Adverse Change
MOLHR
OJK
Permitted Transferee
Put Option
Related Party
Reserved Matters
Right of First Refusal
Shares
Share Capital
Shareholder Loan
Special Resolution
Subscription Price
Tag-Along Rights
Technology License
Territory
Transfer
Unanimous Resolution
Working Capital
Share Capital
Share Subscription
Capital Contributions
Corporate Governance
Board Composition
Management Rights
Shareholder Meetings
Voting Rights
Reserved Matters
Business Operations
Funding Obligations
Distribution Policy
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Technology Transfer
Related Party Transactions
Information Rights
Compliance
Anti-Corruption
Environmental Protection
Local Content
Deadlock Resolution
Default
Termination
Exit Rights
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Amendment
Severability
Entire Agreement
Language
Costs and Expenses
Manufacturing
Technology
Infrastructure
Mining and Resources
Agriculture
Financial Services
Healthcare
Retail and Consumer
Energy
Telecommunications
Real Estate and Property
Automotive
Education
Tourism and Hospitality
Legal
Corporate Affairs
Finance
Investment
Compliance
Business Development
Strategy
Operations
Board Secretariat
Risk Management
Corporate Governance
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Director
Business Development Director
Managing Director
Finance Director
Legal Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Board Member
Shareholder Representative
Joint Venture Manager
Strategy Director
Operations Director
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