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50 50 Shareholder Agreement
"I need a 50-50 Shareholder Agreement for a new technology joint venture in Manila between my software development company and a foreign investor, with particular emphasis on intellectual property protection and deadlock resolution mechanisms, to be implemented by March 2025."
1. Parties: Identification of the shareholders and the company
2. Background: Context of the agreement and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and confirmation of 50-50 ownership
5. Management and Control: Board composition, appointment rights, and management structure
6. Shareholder Meetings and Voting Rights: Procedures for meetings, voting requirements, and reserved matters
7. Deadlock Resolution: Mechanisms to resolve deadlock situations between equal shareholders
8. Transfer of Shares: Restrictions on share transfers, right of first refusal, and tag-along/drag-along rights
9. Dividend Policy: Agreement on distribution of profits and dividend declaration
10. Information Rights: Shareholders' rights to company information and financial statements
11. Non-Competition and Confidentiality: Restrictions on competing activities and protection of company information
12. Termination: Circumstances under which the agreement can be terminated
13. Dispute Resolution: Procedures for resolving disputes between shareholders
14. General Provisions: Boilerplate clauses including governing law, notices, and amendments
1. Tag-Along and Drag-Along Rights: Additional share transfer provisions, recommended when future sale of the company is contemplated
2. Put and Call Options: Share purchase mechanisms, useful for providing exit strategies
3. Anti-dilution Provisions: Protection against shareholding dilution, important if future capital raising is anticipated
4. Intellectual Property Rights: IP ownership and licensing provisions, essential for technology or brand-focused companies
5. Employee Share Schemes: Framework for employee share ownership, relevant if employee participation is planned
6. Business Plan and Budget: Agreement on business direction and financial planning, useful for new ventures
7. Related Party Transactions: Rules for dealing with related party transactions, important if shareholders have other business interests
1. Schedule 1 - Company Details: Details of the company including registration number, registered office, and current directors
2. Schedule 2 - Initial Shareholding Structure: Details of share capital, share classes, and initial shareholding allocation
3. Schedule 3 - Reserved Matters: List of decisions requiring special approval or unanimous consent
4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule 5 - Business Plan: Initial business plan and key milestones
6. Schedule 6 - Valuation Methodology: Agreed method for valuing shares for transfer purposes
7. Schedule 7 - Key Performance Indicators: Metrics for measuring company and management performance
8. Appendix A - Board Resolution Template: Standard format for board resolutions
9. Appendix B - Shareholder Resolution Template: Standard format for shareholder resolutions
Authors
Technology and Software
Professional Services
Manufacturing
Retail and Consumer Goods
Real Estate and Property Development
Food and Beverage
Healthcare and Medical Services
Construction and Engineering
Financial Services
Media and Entertainment
Consulting Services
Import/Export
Agriculture and Farming
Education and Training
Legal
Corporate Governance
Board of Directors
Executive Leadership
Finance
Compliance
Corporate Affairs
Risk Management
Investment
Business Development
Shareholder Relations
Chief Executive Officer
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Business Development Director
Corporate Governance Officer
Compliance Officer
Board Director
Shareholder Relations Manager
Investment Manager
Corporate Affairs Director
Risk Management Officer
Business Owner
Joint Venture Manager
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