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Entrusted Shareholding Agreement
"I need an Entrusted Shareholding Agreement for our Philippine telecommunications company where a local corporate trustee will hold 60% of shares on behalf of our family business trust, ensuring compliance with foreign ownership restrictions and including specific provisions for quarterly dividend distributions."
1. Parties: Identification of the Entrusting Party (beneficial owner) and the Entrustee (legal owner), including complete details of both parties
2. Background: Context of the arrangement, relationship between parties, and purpose of the entrustment
3. Definitions: Definitions of key terms used in the agreement, including 'Entrusted Shares', 'Beneficial Ownership', 'Legal Ownership'
4. Entrustment of Shares: Core provisions detailing the transfer of legal ownership and retention of beneficial ownership
5. Declarations and Warranties: Representations by both parties regarding their capacity, authority, and compliance with laws
6. Rights and Obligations of the Entrustee: Detailed responsibilities of the legal owner, including holding shares, maintaining records, and following instructions
7. Rights and Obligations of the Entrusting Party: Rights retained by the beneficial owner and their obligations under the agreement
8. Compliance with Laws: Specific provisions ensuring compliance with Philippine corporate laws, Anti-Dummy Law, and securities regulations
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. Return of Shares: Process and conditions for returning legal ownership to the Entrusting Party or their nominee
11. Confidentiality: Provisions regarding the confidential nature of the arrangement and related information
12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
13. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Voting Rights Arrangements: Used when specific voting arrangements are needed, detailing how voting rights will be exercised
2. Dividend Distribution: Include when there are specific arrangements for handling dividends and other corporate distributions
3. Corporate Actions: Required when addressing specific procedures for rights issues, share splits, or other corporate actions
4. Share Transfer Restrictions: Include when there are specific limitations on the Entrustee's ability to transfer shares
5. Tax Provisions: Used when specific tax arrangements or responsibilities need to be addressed
6. Security Arrangements: Include when additional security measures are required to protect the Entrusting Party's interests
7. Power of Attorney: Used when specific powers need to be granted to either party
1. Schedule 1 - Details of Entrusted Shares: Specific details of the shares being entrusted, including share certificates numbers and quantities
2. Schedule 2 - Initial Instructions: Initial set of standing instructions from the Entrusting Party to the Entrustee
3. Schedule 3 - Fees and Expenses: If applicable, details of any fees or expense arrangements between the parties
4. Schedule 4 - Authorized Representatives: List of authorized representatives who can give instructions on behalf of the Entrusting Party
5. Schedule 5 - Communication Procedures: Detailed procedures for communications and instructions between parties
6. Appendix A - Form of Transfer Instrument: Template for share transfer documents
7. Appendix B - Reporting Requirements: Templates and procedures for regular reporting by the Entrustee
Authors
Banking and Financial Services
Real Estate
Telecommunications
Media and Broadcasting
Mining and Natural Resources
Public Utilities
Retail and Distribution
Manufacturing
Professional Services
Technology and Digital Services
Legal
Compliance
Corporate Secretariat
Board of Directors
Executive Management
Finance
Corporate Governance
Risk Management
Shareholder Relations
Investment Management
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Legal Officer
Corporate Governance Officer
Board Director
Chief Executive Officer
Chief Financial Officer
Investment Manager
Corporate Attorney
Shareholder Relations Manager
Risk Management Officer
Company Director
Trust Officer
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