The Director Shareholder Agreement is a crucial document for Singapore companies seeking to establish clear governance structures and protect both director and shareholder interests. This agreement is particularly important when companies have multiple directors and shareholders, or when transitioning from a startup to a more structured corporate entity. It addresses key aspects such as share transfer restrictions, voting rights, board composition, and decision-making processes, while ensuring compliance with Singapore's corporate governance requirements. The agreement helps prevent potential disputes by clearly defining roles, responsibilities, and exit mechanisms.
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1. Parties: Identification of the company, directors, and shareholders involved in the agreement
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Board Composition: Structure and appointment of board members
5. Shareholders' Rights and Obligations: Voting rights, dividend rights, and other shareholder matters
6. Share Transfer Restrictions: Rules governing the transfer of shares
7. Directors' Duties and Responsibilities: Obligations and responsibilities of directors
8. Confidentiality: Provisions regarding confidential information and trade secrets
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stakes
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of the company
3. Non-Compete Provisions: Restrictions on competitive activities by directors and shareholders
4. Dividend Policy: Specific provisions regarding the distribution of dividends
5. Deadlock Resolution: Procedures for resolving deadlock situations in decision-making
1. Schedule 1 - Share Capital Structure: Details of share classes and ownership distribution
2. Schedule 2 - Reserved Matters: List of decisions requiring special approval or unanimous consent
3. Schedule 3 - Board Procedures: Detailed procedures for board meetings and decision-making
4. Schedule 4 - Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5 - Company's Constitution: Copy of or reference to the company's constitution
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