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Shareholder Representative Agreement
"I need a Shareholder Representative Agreement for our tech startup where three venture capital firms will appoint a single representative to act on their behalf for all shareholder matters from January 2025, with specific provisions for digital voting and emergency decision-making procedures."
1. Parties: Identification of the appointing shareholders and the appointed representative(s)
2. Background: Context of the appointment, including details of the company and reason for appointing a shareholder representative
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation
4. Appointment and Term: Formal appointment of the representative and duration of the appointment
5. Powers of the Representative: Detailed outline of the representative's authority and decision-making powers
6. Duties and Responsibilities: Specific obligations of the representative towards the appointing shareholders
7. Voting Rights and Procedures: Process for exercising voting rights and making decisions on behalf of shareholders
8. Reporting and Communication: Requirements for keeping shareholders informed and consultation procedures
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Indemnification: Protection and indemnification of the representative while acting in their capacity
11. Fees and Expenses: Compensation structure and reimbursement of expenses
12. Termination: Circumstances and procedures for terminating the agreement
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Multiple Representatives: Required when more than one representative is appointed, detailing their respective roles and coordination
2. Special Voting Arrangements: Needed when specific voting arrangements or thresholds apply to certain decisions
3. Alternate Representative: Provisions for appointing an alternate representative in case of unavailability
4. Conflict Resolution: Specific procedures for resolving conflicts between representatives or with shareholders
5. Digital Communication Protocols: Required when electronic voting or remote participation is contemplated
6. Committee Formation: Needed when the representative has power to form or participate in committees
7. International Considerations: Required when dealing with cross-border shareholders or multiple jurisdictions
1. Schedule 1 - Formal Appointment Details: Detailed terms of appointment including commencement date and initial term
2. Schedule 2 - Scope of Authority: Comprehensive list of matters within the representative's authority
3. Schedule 3 - Fee Structure: Detailed breakdown of fees, expenses, and payment terms
4. Schedule 4 - Communication Protocols: Procedures for regular communications and emergency situations
5. Schedule 5 - Appointing Shareholders: List of shareholders participating in the appointment with their respective shareholdings
6. Schedule 6 - Company Information: Relevant corporate documents and information about the company
7. Appendix A - Power of Attorney: Format of power of attorney if required for specific actions
8. Appendix B - Standard Forms: Templates for regular reports and other standard documents
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Professional Services
Retail
Infrastructure
Mining
Education
Agriculture
Transportation
Media and Entertainment
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Administration
Corporate Affairs
Investor Relations
Executive Management
Finance
Risk Management
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Corporate Governance Officer
Chief Legal Officer
Board Secretary
Shareholder Representative
Investment Manager
Corporate Affairs Manager
Legal Director
Chief Executive Officer
Chief Financial Officer
Investment Director
Corporate Development Manager
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