Nominee Director Agreement Template for United States

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Key Requirements PROMPT example:

Nominee Director Agreement

"I need a Nominee Director Agreement for our Delaware-incorporated tech startup, where we're appointing a director to represent our majority investor starting March 2025, with specific provisions for quarterly board meetings and remote participation rights."

Document background
The Nominee Director Agreement is essential when companies need to appoint directors to represent specific interests while maintaining legal compliance. This document becomes particularly relevant in situations involving corporate restructuring, international business operations, or when maintaining specific ownership structures. The agreement, governed by U.S. law, ensures proper documentation of the nominee arrangement while protecting both the appointing entity and the nominee director. It includes comprehensive details about roles, responsibilities, indemnification, and compliance requirements, serving as a crucial governance document that helps maintain transparency and legal compliance in corporate operations.
Suggested Sections

1. Parties: Identifies the appointing company and nominee director

2. Background: Explains context and purpose of nominee arrangement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment and duration

5. Duties and Obligations: Specific responsibilities of the nominee director

6. Compensation: Payment terms and benefits

7. Indemnification: Protection provisions for the nominee director

8. Termination: Conditions for ending the agreement

Optional Sections

1. Insurance: Details of D&O insurance requirements and coverage

2. Confidentiality: Non-disclosure provisions and handling of sensitive information

3. Compliance Requirements: Specific regulatory obligations for regulated industries or public companies

Suggested Schedules

1. Schedule A - Compensation Details: Detailed breakdown of fees, benefits, and payment terms

2. Schedule B - Company Information: Corporate details and structure

3. Schedule C - Board Policies: Relevant corporate governance policies and procedures

4. Appendix 1 - Indemnification Terms: Detailed indemnification provisions and protection mechanisms

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

Industries

Securities Exchange Act 1934: Federal law governing securities trading and establishing SEC oversight, requiring specific disclosures and regulating director responsibilities in publicly traded companies

Sarbanes-Oxley Act 2002: Federal legislation enhancing corporate governance standards, establishing stricter requirements for board oversight and internal controls

Dodd-Frank Act: Comprehensive financial reform law affecting corporate governance, executive compensation, and transparency requirements

Foreign Corrupt Practices Act: Federal law prohibiting bribery of foreign officials, requiring accurate books and records, and maintaining adequate internal controls

Delaware General Corporation Law: Primary state corporate law statute governing corporate formation and operation in Delaware, including director duties and responsibilities

State Corporate Statutes: Specific state laws governing corporate operations, director duties, and corporate governance in the state of incorporation

Fiduciary Duties: Legal principles requiring directors to act with duty of care and duty of loyalty in the best interests of the corporation

Business Judgment Rule: Legal doctrine protecting directors from liability for good faith business decisions made with reasonable care

Director Indemnification: Legal provisions protecting directors from personal liability and providing for corporate reimbursement of legal expenses

Internal Revenue Code: Federal tax laws affecting corporate structure, director compensation, and tax implications of nominee arrangements

SEC Regulations: Federal securities regulations governing corporate disclosure, insider trading, and director responsibilities

D&O Liability: Directors and Officers liability considerations, including insurance requirements and personal liability protection measures

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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