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Minority Protection Rights Shareholders Agreement
"Need a Minority Protection Rights Shareholders Agreement for a Saudi tech startup with three local majority shareholders and two foreign minority investors (15% each) who require board representation and veto rights on key financial decisions."
1. Parties: Identification of all shareholders, including majority and minority shareholders, and the company
2. Background: Context of the agreement, company information, and existing shareholding structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Reserved Matters: List of decisions requiring minority shareholder approval or enhanced voting rights
5. Board Representation: Rights of minority shareholders to appoint board members and board composition rules
6. Information Rights: Minority shareholders' rights to company information and financial reports
7. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders
8. Pre-emptive Rights: Rights of first refusal on new share issuances
9. Share Transfer Restrictions: Limitations and conditions on transfer of shares
10. Anti-dilution Protection: Mechanisms to protect minority shareholders from dilution
11. Dividend Policy: Rules governing dividend declarations and distributions
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Governing Law and Jurisdiction: Application of Saudi law and jurisdiction of Saudi courts
14. Term and Termination: Duration of the agreement and circumstances for termination
1. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in sale of company
2. Put Option Rights: Include when minority shareholders need the right to sell shares back to majority shareholders in specific circumstances
3. Islamic Finance Compliance: Include for companies requiring strict Sharia compliance in their operations
4. Foreign Investment Provisions: Include when there are foreign minority shareholders to address specific foreign investment regulations
5. IPO Rights: Include when there's potential for future public offering
6. Strategic Veto Rights: Include for specific industries where minority shareholders need additional strategic control
7. Related Party Transaction Controls: Include when there's significant risk of related party transactions
8. Deadlock Resolution: Include when equal shareholding or specific voting thresholds might lead to deadlock
1. Schedule 1: Shareholder Details: Complete details of all shareholders including shareholding percentages
2. Schedule 2: Reserved Matters List: Detailed list of matters requiring minority shareholder approval
3. Schedule 3: Company Information: Detailed company information including registration details and capital structure
4. Schedule 4: Deed of Adherence: Template for new shareholders to agree to the terms of the agreement
5. Schedule 5: Valuation Methodology: Agreed methods for share valuation in various circumstances
6. Schedule 6: Information Rights Details: Specific information and reporting requirements including timelines
7. Appendix A: Board Regulations: Detailed procedures for board meetings and decision-making
8. Appendix B: Shariah Compliance Guidelines: Specific requirements for ensuring Shariah compliance in operations
Authors
Technology
Manufacturing
Real Estate
Healthcare
Financial Services
Retail
Energy
Telecommunications
Construction
Professional Services
Consumer Goods
Industrial
Mining
Agriculture
Education
Legal
Corporate Governance
Compliance
Finance
Corporate Affairs
Risk Management
Investment
Board Secretariat
Shareholder Relations
Executive Leadership
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Chief Financial Officer
Legal Director
Investment Director
Compliance Officer
Board Director
Corporate Governance Officer
Senior Legal Counsel
Investment Manager
Shareholder Relations Manager
Corporate Affairs Director
Risk Management Officer
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