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Shareholder Management Agreement
"I need a Shareholder Management Agreement for a Philippine tech startup with three local founders and two foreign venture capital investors, including specific provisions for future funding rounds and anti-dilution protection."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details, shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement
4. Shareholding Structure: Details of current shareholding, share classes, and rights attached to shares
5. Management and Control: Provisions regarding board composition, appointment rights, and management structure
6. Shareholder Meetings: Procedures for conducting shareholder meetings, voting rights, and quorum requirements
7. Transfer of Shares: Rules and restrictions on share transfers, including right of first refusal and tag-along rights
8. Pre-emptive Rights: Shareholders' rights in relation to new share issuances
9. Dividend Policy: Framework for dividend declarations and distributions
10. Information Rights: Shareholders' rights to company information and financial reports
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Foreign Ownership Compliance: Required when there are foreign shareholders, detailing compliance with Philippine foreign ownership restrictions
2. Share Valuation: Include when specific valuation methods for shares need to be agreed upon for transfers or exits
3. Drag-along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of the company
4. Non-compete and Non-solicitation: Include when shareholders need to be restricted from competing activities
5. Reserved Matters: List of decisions requiring special majority or unanimous approval, relevant for companies with complex governance needs
6. Exit Mechanisms: Include specific provisions for IPO, strategic sale, or other exit strategies if planned
7. Deadlock Resolution: Important for 50-50 joint ventures or where equal shareholding exists
8. Anti-dilution Protection: Include when protecting certain shareholders from equity dilution is necessary
1. Schedule 1 - Shareholder Details: Complete list of shareholders with their respective shareholdings and contact information
2. Schedule 2 - Company Information: Details of the company including registration number, registered address, and capital structure
3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4 - Share Transfer Procedures: Detailed procedures and forms for implementing share transfers
5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6 - Initial Business Plan: Company's initial business plan and strategic objectives
7. Schedule 7 - Valuation Methodology: Agreed methods for share valuation in different scenarios
8. Appendix A - Board Rules and Procedures: Detailed rules for board operations and decision-making processes
Authors
Articles of Incorporation
Board
Board Reserved Matters
Business
Business Day
By-laws
Chairman
Company
Confidential Information
Corporate Secretary
Deed of Adherence
Directors
Encumbrance
Event of Default
Fair Market Value
Financial Year
General Meeting
Group
Independent Director
Initial Business Plan
Majority Shareholders
Management
Material Breach
Minority Shareholders
Notice
Ordinary Resolution
Parties
Permitted Transferee
Philippine Law
Prohibited Transfer
Quorum
Related Party
Reserved Matters
Resolution
SEC
Share Capital
Shareholder Reserved Matters
Shareholders
Shares
Special Resolution
Stock Rights
Subsidiary
Tag-Along Rights
Transfer
Transferor
Valuation
Voting Rights
Share Ownership
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Anti-Dilution
Dispute Resolution
Deadlock Resolution
Default
Termination
Exit Rights
Valuation
Representations and Warranties
Notices
Assignment
Amendment
Governing Law
Jurisdiction
Force Majeure
Severability
Entire Agreement
Waiver
Further Assurance
Costs and Expenses
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Transportation
Telecommunications
Professional Services
Mining
Agriculture
Construction
Education
Tourism
Legal
Corporate Governance
Compliance
Finance
Risk Management
Board Secretariat
Investor Relations
Corporate Affairs
Executive Management
Business Development
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Chief Financial Officer
Corporate Governance Officer
Compliance Officer
Board Director
Managing Director
Investment Manager
Corporate Lawyer
Company Secretary
Shareholder Relations Manager
Risk Management Officer
Business Development Director
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