Private Equity Shareholders Agreement Template for India

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Key Requirements PROMPT example:

Private Equity Shareholders Agreement

"I need a Private Equity Shareholders Agreement for a Series B investment where a US-based PE fund is acquiring a 35% stake in our Indian tech startup, with specific provisions for investor board seats and future funding rounds planned for 2025."

Document background
The Private Equity Shareholders Agreement is a fundamental document used in private equity transactions in India, typically executed when a PE investor acquires a significant minority or majority stake in a company. It serves as the primary governing document that regulates the relationship between the PE investor, the target company, and its existing shareholders, incorporating provisions compliant with Indian corporate law, SEBI regulations, and foreign investment rules. This agreement is essential for protecting investor rights, establishing governance mechanisms, and providing exit options while ensuring alignment with Indian regulatory requirements. The document becomes particularly crucial in cross-border transactions where foreign PE investors need to navigate Indian regulatory framework while securing their investment interests.
Suggested Sections

1. Parties: Identification of all parties including the Company, PE investor(s), and existing shareholders

2. Background: Context of the investment, company history, and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Investment Terms: Details of the investment amount, valuation, and share subscription terms

5. Representations and Warranties: Statements of fact and assurances from all parties, particularly the Company and existing shareholders

6. Board Composition and Governance: Structure of the board, appointment rights, and governance mechanisms

7. Reserved Matters: List of actions requiring PE investor approval

8. Share Transfer Restrictions: Limitations and conditions on transfer of shares by any shareholder

9. Tag Along and Drag Along Rights: Exit-related rights for minority protection and majority forcing mechanisms

10. Information and Inspection Rights: Investor rights regarding company information access and inspection

11. Covenants and Undertakings: Ongoing obligations of the Company and other shareholders

12. Events of Default: Circumstances constituting breach and consequent remedies

13. Exit Rights: Mechanisms and timelines for PE investor exit

14. Dispute Resolution: Process for resolving disputes between parties

15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Anti-Dilution Protection: Protection against value dilution in future funding rounds, included when multiple rounds are anticipated

2. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when founders/key employees are parties

3. FCPA/Anti-Corruption Provisions: Specific compliance requirements, included for international investors or regulated industries

4. ESG Compliance: Environmental, Social and Governance standards, included when required by institutional investors

5. Founder Vesting: Vesting schedule for founder shares, included when founders receive equity incentives

6. Multiple Closing Provisions: Mechanics for multiple investment tranches, included for staged investments

7. Strategic Rights: Special rights for strategic investors, included when PE investor brings strategic value

8. Put Option Rights: Investor right to sell shares back to promoters, included for downside protection

Suggested Schedules

1. Schedule 1 - Company Information: Detailed company information including capital structure and subsidiaries

2. Schedule 2 - Representations and Warranties: Detailed representations and warranties by each party

3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring investor consent

4. Schedule 4 - Deed of Adherence: Template for new shareholders to become party to the agreement

5. Schedule 5 - Company Business Plan: Detailed business plan and financial projections

6. Schedule 6 - Investment Terms: Detailed terms of investment including valuation and payment mechanics

7. Schedule 7 - Corporate Governance Guidelines: Detailed procedures for board and shareholder meetings

8. Schedule 8 - Relevant Market Price Calculation: Methodology for share valuation in various transfer scenarios

9. Schedule 9 - Key Employees: List of key employees and their terms of employment

10. Schedule 10 - Conditions Precedent: List of conditions to be satisfied before investment closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Healthcare

Manufacturing

E-commerce

Financial Services

Consumer Goods

Infrastructure

Renewable Energy

Education

Real Estate

Telecommunications

Pharmaceutical

Retail

Logistics

Agriculture Technology

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Board of Directors

Corporate Secretarial

Risk Management

Executive Leadership

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Director

Private Equity Partner

Company Secretary

Chief Legal Officer

Investment Manager

Corporate Development Manager

Compliance Officer

Board Director

Managing Director

Finance Director

Legal Counsel

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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