The Shareholder Release Agreement is a crucial document in Nigerian corporate practice, typically used when a shareholder exits a company or settles disputes with other shareholders or the company itself. This agreement is essential in situations involving share transfers, corporate restructuring, dispute resolution, or amicable separation of business relationships. It must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020 and relevant securities regulations. The document typically includes detailed provisions about the scope of the release, any financial settlement, continuing obligations, and necessary corporate approvals. It serves to prevent future disputes by clearly documenting the terms of release and ensuring all parties understand their rights and obligations under Nigerian law.
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1. Parties: Identification of the releasing shareholder(s) and the company/other shareholders receiving the release
2. Background: Context of shareholding, reason for release, and any relevant corporate history
3. Definitions: Definitions of key terms used throughout the agreement
4. Release and Discharge: Core provisions detailing the scope of release, including specific claims being released
5. Consideration: Details of any payment or other consideration for the release
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Confidentiality: Obligations regarding confidential information and announcement restrictions
8. Tax Matters: Provisions dealing with tax implications and responsibilities
9. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
10. Execution: Formal execution provisions and signature blocks
1. Continuing Obligations: Used when certain obligations survive the release, such as confidentiality or non-compete provisions
2. Third Party Rights: Include when the release affects rights of parties not directly signing the agreement
3. Non-Competition and Non-Solicitation: Include when there are restrictions on future business activities
4. Regulatory Compliance: Required when the release involves regulated industries or SEC compliance
5. Share Transfer Mechanics: Include when the release involves actual transfer of shares rather than just claims
6. Directors' Resignation: Include when the releasing shareholder is also resigning from director positions
7. Group Company Provisions: Used when release extends to affiliated companies and subsidiaries
1. Details of Shareholding: Schedule listing all shares held and being released
2. Related Agreements: List of any related agreements being terminated or affected
3. Claims List: Specific enumeration of claims being released, if any
4. Corporate Authorizations: Copies of board resolutions and other corporate approvals
5. Share Certificates: Copies of relevant share certificates and transfer forms
6. Payment Details: Schedule of any consideration payments and payment mechanisms
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