The Pre-Emption Rights In Shareholders Agreement is a crucial document in Nigerian corporate governance, designed to protect shareholders' interests and maintain control over company ownership. This agreement becomes necessary when establishing or updating shareholder relationships in Nigerian companies, particularly during company formation, restructuring, or when new shareholders are introduced. It operates under Nigerian law, specifically the Companies and Allied Matters Act (CAMA) 2020, and provides detailed procedures for share transfers, including valuation methods, notice requirements, and response timeframes. The document is essential for companies seeking to maintain stability in their ownership structure while ensuring fair treatment of all shareholders.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details and purpose of the pre-emption rights
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Pre-emption Rights on Transfer: Core provisions detailing shareholders' rights of first refusal when shares are proposed to be transferred
5. Transfer Notice: Requirements and format for notifying other shareholders of intention to transfer shares
6. Fair Value Determination: Process for determining the fair value of shares subject to transfer
7. Acceptance Procedure: Process and timeline for accepting or declining the offer to purchase shares
8. Payment Terms: Terms and conditions for payment of shares purchased under pre-emption rights
9. Completion of Transfer: Procedures for completing the share transfer
10. Default Provisions: Consequences of failing to comply with pre-emption provisions
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
12. Notices: Procedures for serving notices under the agreement
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag-Along Rights: Optional provisions giving minority shareholders the right to join in sale of shares by majority shareholders
2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in a sale
3. Permitted Transfers: Exceptions to pre-emption rights for certain types of transfers (e.g., to family members or affiliated companies)
4. Foreign Investment Provisions: Special provisions required when foreign shareholders are involved
5. Share Valuation Mechanisms: Detailed mechanisms for share valuation in specific circumstances
6. Dispute Resolution: Alternative dispute resolution procedures such as arbitration or mediation
7. Emergency Share Transfer Provisions: Procedures for expedited transfers in urgent situations
1. Schedule 1 - Details of Shareholders: List of current shareholders with their shareholding details
2. Schedule 2 - Form of Transfer Notice: Template for the formal notice of intention to transfer shares
3. Schedule 3 - Deed of Adherence: Template for new shareholders to agree to be bound by the agreement
4. Schedule 4 - Fair Value Determination Procedure: Detailed procedure for determining fair value of shares
5. Schedule 5 - Company Information: Key information about the company including share capital structure
6. Schedule 6 - Completion Requirements: Checklist of documents and actions required to complete a share transfer
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