The Shareholder Management Agreement is a crucial document for companies operating in the United Arab Emirates, whether in mainland UAE or free zones. It becomes necessary when multiple shareholders are involved in a company's ownership structure, particularly in private companies, joint ventures, or family businesses. The agreement sets out detailed provisions for corporate governance, share transfers, voting rights, and dispute resolution, ensuring compliance with UAE Federal Law No. 32 of 2021 and other relevant regulations. This document is particularly important in the UAE context due to the specific requirements of local commercial law and the need to balance international business practices with local legal frameworks. The agreement typically includes provisions for both majority and minority shareholder protection, board representation, and decision-making processes.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, company information, and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and current shareholding distribution
5. Management and Control: Board composition, appointment rights, and management structure
6. Shareholder Meetings: Procedures for general meetings, voting rights, and quorum requirements
7. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
8. Share Transfer Restrictions: Limitations on share transfers and pre-emptive rights
9. Tag-Along and Drag-Along Rights: Rights of shareholders in case of share sales
10. Dividend Policy: Framework for profit distribution and dividend declarations
11. Information Rights: Shareholders' rights to company information and financial reports
12. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
13. Term and Termination: Duration of agreement and circumstances for termination
14. Dispute Resolution: Procedures for resolving disputes between shareholders
15. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
1. Anti-Dilution Rights: Protection for existing shareholders against dilution in future funding rounds
2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
3. Shareholder Loans: Terms for shareholders providing loans to the company
4. IPO Rights: Procedures and rights in case of public listing
5. Strategic Investments: Process for handling strategic investments or joint ventures
6. Employee Share Scheme: Framework for employee share ownership programs
7. Islamic Finance Compliance: Specific provisions ensuring compliance with Sharia principles
8. Free Zone Specific Provisions: Additional terms required for companies in UAE free zones
1. Schedule 1: Details of the Company: Company registration details, address, and corporate information
2. Schedule 2: Current Shareholding Structure: Detailed breakdown of current shareholding including share classes
3. Schedule 3: Reserved Matters List: Comprehensive list of matters requiring special approval
4. Schedule 4: Board Composition: Details of current board members and appointment rights
5. Schedule 5: Business Plan: Initial business plan and strategic objectives
6. Schedule 6: Tag and Drag Procedures: Detailed procedures for exercising tag-along and drag-along rights
7. Schedule 7: Deed of Adherence: Template for new shareholders joining the agreement
8. Schedule 8: Valuation Methodology: Agreed methods for share valuation in various scenarios
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