The Shareholder Management Agreement is a fundamental document used in Philippine corporations where multiple shareholders need to establish clear guidelines for their relationships and corporate governance. It becomes particularly important in companies with diverse ownership structures, foreign investors, or complex shareholder arrangements. The agreement must comply with the Revised Corporation Code of the Philippines and related regulations, addressing crucial aspects such as share transfers, voting rights, board representation, and dispute resolution. This document is commonly implemented during company formation, when new shareholders join, or when existing shareholders wish to formalize their relationships and rights. It provides essential protections for both majority and minority shareholders while ensuring the company's operations align with Philippine corporate law requirements.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details, shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement
4. Shareholding Structure: Details of current shareholding, share classes, and rights attached to shares
5. Management and Control: Provisions regarding board composition, appointment rights, and management structure
6. Shareholder Meetings: Procedures for conducting shareholder meetings, voting rights, and quorum requirements
7. Transfer of Shares: Rules and restrictions on share transfers, including right of first refusal and tag-along rights
8. Pre-emptive Rights: Shareholders' rights in relation to new share issuances
9. Dividend Policy: Framework for dividend declarations and distributions
10. Information Rights: Shareholders' rights to company information and financial reports
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Foreign Ownership Compliance: Required when there are foreign shareholders, detailing compliance with Philippine foreign ownership restrictions
2. Share Valuation: Include when specific valuation methods for shares need to be agreed upon for transfers or exits
3. Drag-along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of the company
4. Non-compete and Non-solicitation: Include when shareholders need to be restricted from competing activities
5. Reserved Matters: List of decisions requiring special majority or unanimous approval, relevant for companies with complex governance needs
6. Exit Mechanisms: Include specific provisions for IPO, strategic sale, or other exit strategies if planned
7. Deadlock Resolution: Important for 50-50 joint ventures or where equal shareholding exists
8. Anti-dilution Protection: Include when protecting certain shareholders from equity dilution is necessary
1. Schedule 1 - Shareholder Details: Complete list of shareholders with their respective shareholdings and contact information
2. Schedule 2 - Company Information: Details of the company including registration number, registered address, and capital structure
3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4 - Share Transfer Procedures: Detailed procedures and forms for implementing share transfers
5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6 - Initial Business Plan: Company's initial business plan and strategic objectives
7. Schedule 7 - Valuation Methodology: Agreed methods for share valuation in different scenarios
8. Appendix A - Board Rules and Procedures: Detailed rules for board operations and decision-making processes
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