The Non-Compete Shareholders Agreement is a crucial document in Nigerian corporate practice, designed to protect company interests by preventing shareholders from engaging in competitive activities that could harm the business. It is typically implemented when companies are seeking to protect their market position, intellectual property, and business relationships, or during significant corporate events such as mergers, acquisitions, or new shareholder entries. The agreement must comply with Nigerian legislation, particularly CAMA 2020 and competition laws, while balancing the rights of shareholders with business protection needs. It includes detailed provisions on restricted activities, geographical limitations, duration of restrictions, and enforcement mechanisms, all structured within the Nigerian legal framework.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and relationship between parties
3. Definitions and Interpretation: Detailed definitions of key terms and interpretation rules
4. Non-Compete Obligations: Core restrictions on competitive activities, including scope, duration, and geographical limits
5. Shareholding Details: Current shareholding structure and share classes
6. Confidentiality Obligations: Protection of company and shareholder confidential information
7. Duration and Territory: Time period and geographical scope of restrictions
8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
9. Enforcement and Remedies: Mechanisms for enforcing the agreement and available remedies
10. Termination: Circumstances and process for terminating the agreement
11. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction details
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision for minority shareholders to join in sale of majority shares
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority to join in sale
3. Put and Call Options: Optional share purchase rights in specific circumstances
4. Non-Solicitation Provisions: Additional restrictions on soliciting employees, customers, or suppliers
5. Garden Leave: Provisions for shareholders who are also employees
6. Deadlock Resolution: Mechanisms for resolving shareholder disputes
7. Digital Assets and Social Media: Modern provisions addressing online business aspects
8. Force Majeure: Provisions for unforeseen circumstances affecting agreement performance
1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current shares and shareholders
2. Schedule 2 - Restricted Business Activities: Specific list of prohibited competitive activities
3. Schedule 3 - Restricted Territory: Detailed geographical boundaries of non-compete restrictions
4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule 5 - Competitors List: Identified competitors and restricted business relationships
6. Schedule 6 - Company's Business Plan: Current business plan and strategic direction
7. Appendix A - Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
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