Stakeholders Agreement Template for Nigeria

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Key Requirements PROMPT example:

Stakeholders Agreement

"I need a Stakeholders Agreement for a Nigerian tech startup with three co-founders and two venture capital investors, including specific provisions for future funding rounds and an employee share scheme to be implemented by March 2025."

Document background
The Stakeholders Agreement serves as a fundamental document for companies operating in Nigeria that have multiple shareholders or stakeholders with diverse interests. It is particularly crucial when establishing new business relationships, bringing in new investors, or formalizing existing stakeholder arrangements. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and typically includes provisions for corporate governance, share dealings, profit distribution, and dispute resolution. This document is essential for protecting stakeholder interests, preventing potential conflicts, and ensuring smooth company operations in the Nigerian business environment. It becomes especially important in scenarios involving foreign investment, family businesses, or companies planning for significant corporate changes or expansion.
Suggested Sections

1. Parties: Identification of all stakeholders and their contact details

2. Background: Context of the agreement, including company information and purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Interpretation: Rules for interpreting the agreement, including hierarchy of documents

5. Shareholding Structure: Details of current shareholding and share classes

6. Management and Control: Governance structure, board composition, and decision-making processes

7. Shareholders' Rights and Obligations: Key rights and duties of shareholders, including voting rights

8. Share Transfer Restrictions: Limitations and procedures for transferring shares

9. Pre-emptive Rights: Rights of existing shareholders to purchase new shares

10. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties

11. Dividend Policy: Framework for dividend declarations and distributions

12. Financial Matters: Financial reporting, auditing, and access to information

13. Confidentiality: Protection of company and stakeholder confidential information

14. Non-Competition: Restrictions on competitive activities

15. Dispute Resolution: Procedures for resolving disputes between stakeholders

16. Term and Termination: Duration of agreement and termination provisions

17. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Employee Share Scheme: Include when the company has or plans to implement employee share ownership programs

2. International Arbitration: Include when there are foreign stakeholders requiring international dispute resolution

3. Anti-dilution Protection: Include for protecting minority shareholders in future funding rounds

4. Put and Call Options: Include when stakeholders want specific exit rights

5. Technology Rights: Include for technology-based companies with IP considerations

6. Related Party Transactions: Include when there are significant business relationships between stakeholders

7. Environmental and Social Responsibility: Include for companies with specific ESG commitments

8. Foreign Investment Provisions: Include when there are foreign investors requiring specific protections

Suggested Schedules

1. Schedule 1 - Company Information: Detailed company information including registration details and structure

2. Schedule 2 - Initial Shareholding: Complete breakdown of shareholding structure and share classes

3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4 - Business Plan: Initial business plan and key milestones

5. Schedule 5 - Share Valuation Methodology: Agreed methods for valuing shares in various scenarios

6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement

7. Schedule 7 - Key Performance Indicators: Agreed performance metrics for the business

8. Appendix A - Board Procedures: Detailed procedures for board meetings and decision-making

9. Appendix B - Competing Businesses: List of businesses considered competitors for non-compete provisions

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

Financial Services

Manufacturing

Real Estate

Energy and Natural Resources

Healthcare

Agriculture

Telecommunications

Retail and Consumer Goods

Professional Services

Education

Transportation and Logistics

Media and Entertainment

Construction

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Corporate Affairs

Executive Leadership

Board of Directors

Investment Relations

Risk Management

Corporate Communications

Corporate Strategy

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Board Director

Compliance Officer

Investment Manager

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Chief Operating Officer

Risk Manager

Corporate Affairs Manager

Investment Analyst

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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