The Private Equity Shareholders Agreement is a crucial document used in Belgian private equity transactions to establish the legal framework governing the relationship between investors, existing shareholders, and the company. It becomes necessary when a private equity fund makes a significant investment in a Belgian company, whether through primary shares, secondary purchases, or a combination thereof. The agreement must comply with Belgian corporate law, particularly the Companies and Associations Code, while incorporating market-standard PE provisions. It typically includes detailed sections on governance rights, share transfer restrictions, exit mechanisms, and investor protections, along with specific Belgian law requirements regarding shareholder rights and corporate governance. The document serves as the primary reference point for managing shareholder relationships throughout the investment period and eventual exit.
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1. Parties: Identification of all shareholders, including the private equity investor(s), founding shareholders, and any other parties to the agreement
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Capital Structure: Details of share classes, rights attached to shares, and capitalization table
5. Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure
6. Reserved Matters: List of decisions requiring special majority or PE investor approval
7. Share Transfer Restrictions: Limitations on transfer of shares, including lock-up periods and permitted transfers
8. Pre-emption Rights: Process and rights for existing shareholders to purchase new shares or transferring shares
9. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders
10. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in a sale
11. Exit Provisions: Mechanisms and timing for exit, including IPO and trade sale provisions
12. Information Rights: Reporting obligations, access to information, and audit rights
13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
14. Confidentiality: Provisions regarding confidential information and public announcements
15. Term and Termination: Duration of the agreement and circumstances for termination
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices
1. Anti-Dilution Protection: Protection for investors against future down rounds, used when there's significant risk of dilution
2. Preferred Return: Specific return mechanisms for preferred shareholders, used when different classes of shares are issued
3. Management Incentive Plan: Framework for employee share schemes, used when management incentivization is part of the deal
4. Put Option Rights: Right to force company/other shareholders to buy shares, used in deals with specific exit guarantees
5. Call Option Rights: Right to force sale of shares by other shareholders, used in deals requiring future consolidation
6. Dead-Lock Resolution: Mechanisms to resolve shareholder disputes, used in 50/50 joint ventures
7. Ratchet Provisions: Performance-based adjustment of equity stakes, used in deals with significant growth expectations
8. ESG Provisions: Environmental, Social and Governance requirements, used when ESG compliance is crucial
9. FATCA Compliance: US tax reporting compliance provisions, used when US investors are involved
1. Schedule 1: Details of the Company: Company registration details, share capital, and current directors
2. Schedule 2: Capitalization Table: Detailed breakdown of shareholding pre and post-investment
3. Schedule 3: Reserved Matters List: Comprehensive list of matters requiring special approval
4. Schedule 4: Business Plan: Agreed business plan and financial projections
5. Schedule 5: Initial Budget: Approved budget for the initial period post-investment
6. Schedule 6: Management Accounts: Format and content requirements for management accounts
7. Schedule 7: Deed of Adherence: Template for new shareholders joining the agreement
8. Schedule 8: Anti-Money Laundering Requirements: AML documentation and compliance requirements
9. Schedule 9: Key Performance Indicators: Agreed KPIs for monitoring company performance
10. Appendix A: Board Rules: Detailed rules governing board operations and procedures
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