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New Shareholder Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholder Agreement for a Saudi-Japanese joint venture in the renewable energy sector, where the Saudi partner will hold 70% and the Japanese partner 30%, with specific provisions for technology transfer and local content requirements."

Document background
The New Shareholders Agreement is a foundational document used when establishing or restructuring shareholder relationships in companies operating under Saudi Arabian law. It is particularly relevant in scenarios including company formation, introduction of new shareholders, joint ventures, or reorganization of existing shareholder structures. The agreement must align with Saudi Arabia's Companies Law, Capital Market Authority regulations, and Sharia principles, while also considering foreign investment regulations where applicable. A New Shareholders Agreement typically includes detailed provisions on corporate governance, share transfer restrictions, profit distribution, management rights, and dispute resolution mechanisms, tailored to meet both regulatory requirements and commercial objectives of the parties involved.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including full legal names and registration details

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

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Share Capital and Ownership: Details of share capital structure, classes of shares, and ownership percentages

5. Management and Control: Board composition, appointment rights, voting requirements, and reserved matters

6. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights and quorum requirements

7. Transfer Restrictions: Limitations on share transfers, right of first refusal, tag-along and drag-along rights

8. Dividend Policy: Framework for profit distribution and dividend declarations

9. Financial Matters: Financial reporting, access to information, and audit rights

10. Competition and Confidentiality: Non-compete obligations and protection of company information

11. Default and Remedies: Events of default and consequences, including forced sale provisions

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Dispute Resolution: Mechanisms for resolving disputes, including jurisdiction and applicable law

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Foreign Investment Provisions: Required when foreign shareholders are involved, addressing SAGIA requirements and foreign ownership restrictions

2. Shariah Compliance: Specific provisions ensuring compliance with Islamic law principles, particularly relevant for financial terms

3. Exit Mechanisms: Detailed procedures for IPO, trade sale, or other exit strategies when specifically contemplated

4. Intellectual Property Rights: Required when the company owns significant IP or when technology transfer is involved

5. Employee Share Scheme: Include when the company plans to implement employee share ownership programs

6. Joint Venture Provisions: Specific provisions for joint venture arrangements, including technology transfer and technical services

7. Anti-corruption Compliance: Detailed compliance requirements, particularly important for international shareholders or regulated industries

8. Deadlock Resolution: Specific mechanisms for resolving deadlock situations, particularly relevant for 50/50 joint ventures

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share ownership, share classes, and rights attached

2. Deed of Adherence: Template document for new shareholders joining the agreement

3. Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Business Plan: Initial business plan and framework for future updates

5. Board Regulations: Detailed procedures for board operations and decision-making

6. Accounting Principles: Agreed accounting policies and procedures

7. Key Management Positions: Description of key management roles and appointment rights

8. Form of Share Transfer Notice: Template for notifying other shareholders of intended share transfers

9. Competing Business Activities: List of permitted competing activities or restricted business areas

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

Oil & Gas

Manufacturing

Technology

Financial Services

Real Estate & Construction

Healthcare

Retail & Consumer

Telecommunications

renewable Energy

Mining & Minerals

Transportation & Logistics

Education

Professional Services

Relevant Teams

Legal

Corporate Affairs

Board of Directors

Executive Management

Finance

Compliance

Corporate Governance

Investment

Business Development

Risk Management

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Managing Director

Board Member

Chairman

Investment Director

Chief Legal Officer

Head of Corporate Affairs

Compliance Officer

Company Secretary

Business Development Director

Chief Operating 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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