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Minority Shareholder Agreement

Minority Shareholder Agreement Template for Canada

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Key Requirements PROMPT example:

Minority Shareholder Agreement

"Need a Minority Shareholder Agreement for our Canadian tech startup that will receive US venture capital investment in March 2025, with specific provisions for board representation and anti-dilution protection for the minority shareholders."

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Document background
The Minority Shareholder Agreement is essential for private companies operating under Canadian jurisdiction where minority shareholders require protection of their interests. This document becomes particularly relevant when companies have multiple shareholders with varying ownership percentages, or when new investors are acquiring minority stakes. The agreement typically includes provisions aligned with the Canada Business Corporations Act and provincial regulations, covering crucial aspects such as voting rights, share transfer restrictions, board representation, and protection mechanisms. It serves as a foundational document that helps prevent potential conflicts between shareholders while ensuring fair treatment of minority interests, making it particularly valuable in private companies, family businesses, and startup ventures where ownership structures can be complex.
Suggested Sections

1. Parties: Identification of all shareholders (minority and majority) and the corporation

2. Background: Context of the agreement, including current shareholding structure and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Shareholders' Rights and Obligations: Core rights and obligations of all shareholders, including voting rights and dividend entitlements

5. Protection of Minority Interests: Specific provisions protecting minority shareholders, including veto rights on key decisions

6. Board Representation: Rights of minority shareholders to board representation and appointment procedures

7. Share Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal

8. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders

9. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in sale of company

10. Information Rights: Rights of minority shareholders to receive financial and operational information

11. Dispute Resolution: Procedures for resolving conflicts between shareholders

12. Termination: Circumstances and procedures for terminating the agreement

13. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issuances

2. Put Option: Right of minority shareholders to force the company or majority shareholders to purchase their shares

3. Call Option: Right of majority shareholders to purchase minority shareholders' shares

4. Anti-dilution Protection: Provisions protecting minority shareholders from dilution in certain circumstances

5. Dividend Policy: Specific arrangements regarding dividend declarations and payments

6. Management Provisions: Specific arrangements regarding day-to-day management and decision-making

7. Non-Compete and Non-Solicitation: Restrictions on shareholders' ability to compete or solicit employees

8. Special Industry Provisions: Industry-specific provisions relevant to the company's business

Suggested Schedules

1. Schedule A - Shareholder Information: Details of all shareholders including shareholding percentages and share classes

2. Schedule B - Reserved Matters: List of decisions requiring minority shareholder approval

3. Schedule C - Valuation Methodology: Agreed method for valuing shares for various purposes under the agreement

4. Schedule D - Company Information: Key details about the company including corporate structure and subsidiaries

5. Schedule E - Board Procedures: Detailed procedures for board meetings and decision-making

6. Appendix 1 - Share Transfer Notice: Template for notice of intention to transfer shares

7. Appendix 2 - Deed of Adherence: Template document for new shareholders to sign agreeing to be bound by the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






































Clauses






























Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Energy

Mining

Agriculture

Transportation

Media and Entertainment

Construction

Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Finance

Investment Relations

Corporate Affairs

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Governance Officer

Investment Manager

Board Director

Shareholder Relations Manager

Compliance Officer

Business Development Director

Managing Partner

Private Equity Manager

Venture Capital Manager

Corporate Advisory Manager

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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