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What are the key terms in a shareholders agreement?

Important terms included in a Shareholders Agreement cover;

  • The day-to-day operation of the business;
  • Board Directors and their duties;
  • General meetings and Board meetings;
  • Dividends, Restrictions on Parties and Events of Default;
  • First Right of Refusal and Drag Along; and
  • Insurance, Loan Accounts and Confidentiality.

It may also include;

  • Shareholder exit strategies;
  • Shareholder warranties;
  • Confidentiality agreements;
  • Restraint of trade for directors and/or shareholders;
  • Agreement specifying or limiting business activities of the company;
  • Right to appoint directors and the number of directors;
  • Director’s meeting procedures;
  • Reporting requirements of directors and management;
  • Agreement concerning financing policy;
  • Dividend distribution policy;
  • Personal rights/obligations of shareholders;
  • Documentation of shareholders/directors loans and the right to payment of interest;
  • Policies, management and procedures;
  • Protection of minority shareholder interests.

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