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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."
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
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
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
Affiliate
Annual Budget
Articles of Association
Board
Business
Business Day
Business Plan
CAMA
Chairman
Change of Control
Company
Competition
Completion
Confidential Information
Connected Person
Deed of Adherence
Director
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
Key Management
Material Adverse Effect
Member
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emptive Rights
Prohibited Transfer
Related Party Transaction
Reserved Matters
Resolution
Share Capital
Shareholder
Share Transfer
Subsidiary
Tag-Along Right
Drag-Along Right
Territory
Third Party
Transfer Notice
Valuation
Working Day
Share Capital and Structure
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Additional Funding
Anti-dilution Protection
Non-Competition
Non-Solicitation
Confidentiality
Related Party Transactions
Corporate Governance
Financial Matters
Representations and Warranties
Default
Deadlock Resolution
Dispute Resolution
Exit Provisions
Put and Call Options
Force Majeure
Term and Termination
Notices
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
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
Legal
Corporate Governance
Compliance
Finance
Corporate Affairs
Executive Leadership
Board of Directors
Investment Relations
Risk Management
Corporate Communications
Corporate Strategy
Company Secretariat
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
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