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Minority Shareholder Agreement
"I need a Minority Shareholder Agreement under Saudi Arabian law for a technology startup where US-based venture capital firms will hold 30% ownership, with specific focus on board representation rights and anti-dilution protection for planned funding rounds in March 2025."
1. Parties: Identification of all shareholders (majority and minority) and the company
2. Background: Context of the agreement, company information, and existing shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Shareholder Rights and Obligations: Basic rights and obligations of all shareholders, including voting rights and capital contribution requirements
5. Minority Protection Rights: Specific protections for minority shareholders including veto rights on key decisions and anti-dilution provisions
6. Board Representation: Rights of minority shareholders to board representation and board observer rights
7. Information and Inspection Rights: Minority shareholders' rights to company information and financial statements
8. Share Transfer Restrictions: Limitations on transfer of shares including right of first refusal and tag-along rights
9. Reserved Matters: Decisions requiring minority shareholder approval
10. Dividend Policy: Framework for dividend declarations and distributions
11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
12. Exit Rights: Mechanisms for minority shareholders to exit including put options and forced sale rights
13. Dispute Resolution: Procedures for resolving disputes including jurisdiction and applicable law
14. Confidentiality: Obligations regarding confidential information
15. Term and Termination: Duration of the agreement and circumstances for termination
1. Foreign Ownership Provisions: Required when any minority shareholders are foreign entities, addressing specific requirements under Saudi foreign investment laws
2. Industry-Specific Compliance: Required for regulated industries such as financial services or healthcare
3. Share Valuation Mechanism: Detailed procedures for share valuation in case of transfers or exits
4. Anti-Competition Provisions: Required when shareholders have interests in competing businesses
5. Shariah Compliance Committee: Required when specific oversight of Shariah compliance is needed
6. Management Participation Rights: When minority shareholders have specific rights to participate in management
7. Future Funding Obligations: Required when there are expected future capital requirements
8. IPO Rights: Required when there is potential for future public listing
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of shareholding percentages and share classes
2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring minority shareholder approval
3. Schedule 3 - Board Composition: Details of board structure and appointment rights
4. Schedule 4 - Business Plan: Initial business plan and procedures for updates
5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement
6. Schedule 6 - Valuation Methodology: Agreed methods for share valuation
7. Schedule 7 - Company Information Rights: List of information and reports to be provided to minority shareholders
8. Appendix A - Key Performance Indicators: Metrics for monitoring company performance
9. Appendix B - Compliance Requirements: Specific regulatory and Shariah compliance requirements
Authors
Technology
Manufacturing
Real Estate
Healthcare
Financial Services
Retail
Construction
Energy
Telecommunications
Agriculture
Education
Professional Services
Mining
Transportation
Tourism
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Corporate Affairs
Investment
Shareholder Relations
Company Secretariat
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Chief Financial Officer
Legal Director
Investment Manager
Corporate Governance Officer
Board Director
Compliance Officer
Managing Partner
Investment Director
Shareholder Relations Manager
Corporate Affairs Director
Business Development Director
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