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Public Company Shareholders Agreement Template for Philippines

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Key Requirements PROMPT example:

Public Company Shareholders Agreement

"I need a Public Company Shareholders Agreement for a Philippine technology company planning to list on the stock exchange in March 2025, with specific provisions for protecting founding shareholders' rights while ensuring compliance with minimum public float requirements."

Document background
The Public Company Shareholders Agreement is a crucial document for companies listed on the Philippine Stock Exchange, designed to establish a comprehensive framework for shareholder relations and corporate governance. It becomes necessary when a company goes public or when existing public companies need to update their shareholder arrangements to reflect new circumstances or regulatory requirements. The agreement must comply with the Corporation Code of the Philippines, Securities Regulation Code, and Philippine Stock Exchange listing rules, while addressing matters such as share transfer restrictions, voting rights, board representation, and minority shareholder protections. This document is particularly important in the Philippine context where family-owned businesses often transition to public companies while maintaining significant controlling interests, requiring careful balance between majority control and minority rights protection.
Suggested Sections

1. Parties: Identification of the company, major shareholders, and other key parties to the agreement

2. Background: Context of the agreement, company history, and purpose of the arrangement

3. Definitions and Interpretation: Key terms, interpretation rules, and relevant Philippine law references

4. Share Capital and Shareholding Structure: Details of share classes, rights, and current shareholding distribution

5. Corporate Governance: Board composition, appointment rights, and corporate governance compliance

6. Shareholder Rights and Obligations: Voting rights, dividend rights, and shareholder responsibilities

7. Share Transfer Restrictions: Rules governing the transfer of shares, including regulatory compliance requirements

8. Pre-emptive Rights: Rights of existing shareholders in new share issuances

9. Tag-Along and Drag-Along Rights: Exit provisions and minority shareholder protections

10. Information Rights and Transparency: Information sharing obligations and reporting requirements

11. General Meeting Procedures: Rules for conducting shareholder meetings and voting procedures

12. Compliance with Securities Laws: Obligations under Philippine securities regulations

13. Dispute Resolution: Procedures for resolving disputes between shareholders

14. Term and Termination: Duration of the agreement and termination provisions

15. General Provisions: Standard clauses including notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Protection mechanisms for existing shareholders against dilution, optional for agreements where this is a specific concern

2. Strategic Decisions: List of matters requiring special majority or unanimous approval, included when shareholders want specific control over certain decisions

3. Dividend Policy: Detailed dividend distribution rules, optional when shareholders want to establish specific dividend parameters

4. Related Party Transactions: Rules for handling transactions with related parties, included when there are significant business relationships between shareholders

5. Non-Compete and Confidentiality: Restrictions on competitive activities and information sharing, included for agreements with strategic shareholders

6. Employee Share Ownership: Provisions for employee share schemes, included when the company has or plans to implement such programs

7. Foreign Ownership Compliance: Specific provisions ensuring compliance with foreign ownership restrictions, included when foreign shareholders are involved

Suggested Schedules

1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current shareholdings and share classes

2. Schedule 2 - Reserved Matters: List of decisions requiring special approval thresholds

3. Schedule 3 - Board Composition and Voting: Detailed procedures for board appointments and voting

4. Schedule 4 - Share Transfer Procedures: Forms and procedures for implementing share transfers

5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement

6. Schedule 6 - Corporate Governance Guidelines: Detailed corporate governance procedures and compliance requirements

7. Schedule 7 - Valuation Methodology: Agreed methods for share valuation in various scenarios

8. Schedule 8 - Regulatory Compliance Checklist: Checklist of Philippine regulatory requirements and compliance procedures

Authors

Alex Denne

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

Relevant legal definitions
























































Clauses








































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy

Telecommunications

Mining and Resources

Consumer Goods

Healthcare

Infrastructure

Retail

Transportation and Logistics

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Investor Relations

Board Secretariat

Corporate Governance

Risk Management

Finance

Executive Office

Corporate Planning

Shareholder Services

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Investor Relations Manager

Board Director

Corporate Governance Officer

Risk Management Officer

Company President

Vice President for Legal Affairs

Corporate Planning Director

Shareholder Relations Manager

Chief Operating Officer

Investment Relations Officer

Industries








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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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