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Shareholder Support Agreement Template for England and Wales

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Key Requirements PROMPT example:

Shareholder Support Agreement

"Need a Shareholder Support Agreement for our planned merger with ABC Technologies Ltd, where three major shareholders holding 45% of shares have agreed to support the transaction, with completion expected by March 2025."

Document background
The Shareholder Support Agreement is a crucial document in corporate transactions under English and Welsh law, particularly where certainty of shareholder support is required. It is commonly used in takeovers, mergers, or significant corporate restructurings where obtaining formal shareholder commitments is essential for transaction success. The agreement typically details voting obligations, share transfer restrictions, and other support commitments, while ensuring compliance with UK company law and regulatory requirements. It provides transaction parties with legally binding assurance of shareholder backing and helps manage transaction risk.
Suggested Sections

1. Parties: Identification of all parties to the agreement including shareholders and the company

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Support Obligations: Core commitments of shareholders regarding voting and other support

5. Duration: Term of the agreement and conditions for termination

6. Representations and Warranties: Standard confirmations from parties regarding capacity and authority

7. Governing Law and Jurisdiction: Confirmation of applicable law and courts

Optional Sections

1. Transfer Restrictions: Restrictions on share transfers during the support period - used when share transfers need to be controlled during a specific period

2. Standstill Provisions: Restrictions on acquiring additional shares - used in public company contexts or when share ownership caps are needed

3. Break Fees: Compensation if support is withdrawn - used in transaction-specific support agreements

Suggested Schedules

1. Schedule of Shareholdings: Details of current shareholdings of supporting shareholders

2. Form of Deed of Adherence: Template for new shareholders to join the agreement

3. Voting Procedures: Detailed procedures for exercising voting rights

4. Form of Power of Attorney: Template power of attorney document for implementing support obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company law in England and Wales, covering shareholder rights, directors' duties, share capital, transfer provisions, and voting procedures

Financial Services and Markets Act 2000: Legislation covering regulated financial activities, listed companies, financial promotions, and market abuse provisions

Corporate Insolvency and Governance Act 2020: Recent legislation affecting shareholder rights during insolvency and restructuring arrangements

UK Listing Rules: Regulatory framework applicable to companies listed on UK markets, setting out requirements for listed companies

City Code on Takeovers and Mergers: Regulatory framework governing corporate takeovers and mergers in the UK

Market Abuse Regulation (MAR): Regulations aimed at preventing market abuse and maintaining market integrity

UK Corporate Governance Code: Set of principles and guidelines for effective corporate governance practices

Contract Law Principles: Common law fundamentals including offer, acceptance, consideration, intention to create legal relations, and capacity to contract

Equitable Principles: Legal principles covering fiduciary duties and good faith obligations in business relationships

Enterprise Act 2002: Competition law framework affecting business arrangements and market competition

UK GDPR and Data Protection Act 2018: Data protection legislation governing the handling of personal data in business arrangements

Tax Legislation: Various tax laws and regulations affecting shareholder arrangements and corporate transactions

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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