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Shareholder Management Agreement Template for United States

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Key Requirements PROMPT example:

Shareholder Management Agreement

"I need a Shareholder Management Agreement for my tech startup with three founding shareholders, including provisions for future investor onboarding and specific vesting schedules starting from March 2025."

Document background
The Shareholder Management Agreement is essential when multiple shareholders need to establish clear guidelines for company governance and share ownership. This document becomes particularly important during company formation, when bringing in new investors, or when restructuring ownership. It typically includes provisions for share transfers, voting rights, board composition, and dispute resolution mechanisms. In the U.S. jurisdiction, this agreement must comply with both federal securities laws and state corporate laws. The Shareholder Management Agreement serves as a cornerstone document that helps prevent future disputes and ensures smooth company operations.
Suggested Sections

1. Parties: Identifies all shareholders and the company that are party to the agreement

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Share Ownership and Capital Structure: Details current shareholding and share classes

5. Management and Control: Outlines board composition and decision-making processes

6. Transfer Restrictions: Specifies limitations on share transfers

7. Voting Rights: Details voting procedures and rights

8. Term and Termination: Duration of agreement and termination provisions

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stakes

2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of the company

3. Anti-Dilution Provisions: Protections for existing shareholders against dilution of their ownership percentage in future funding rounds

4. Right of First Refusal: Rights giving existing shareholders priority to purchase shares before they can be sold to third parties

Suggested Schedules

1. Current Shareholding Schedule: Detailed breakdown of current share ownership and shareholding percentages

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

3. Share Valuation Methodology: Agreed method and formula for valuing shares in various circumstances

4. Board Composition: Current board structure and shareholder appointment rights

5. Deed of Adherence: Template document for new shareholders to sign when joining the agreement

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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Industries

Securities Act 1933: Federal law governing the initial offering and sale of securities, requiring registration and disclosure requirements

Securities Exchange Act 1934: Federal law regulating secondary trading of securities and establishing the SEC

Sarbanes-Oxley Act 2002: Federal law establishing enhanced standards for public company boards, management, and accounting firms

Dodd-Frank Act: Federal law implementing financial regulatory reform and consumer protection measures

Internal Revenue Code: Federal tax legislation affecting shareholder distributions, stock transfers, and corporate restructuring

State Corporation Laws: State-specific laws governing corporate formation, operation, and dissolution (e.g., Delaware General Corporation Law)

Blue Sky Laws: State-level securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Business Corporation Acts: State legislation providing framework for corporate governance, shareholder rights, and corporate operations

SEC Regulations: Federal regulatory requirements for securities transactions, corporate disclosure, and investor protection

Stock Exchange Rules: Requirements set by stock exchanges for listed companies regarding corporate governance and trading

Fiduciary Duty Case Law: Legal precedents establishing standards for director and officer responsibilities to shareholders

Minority Shareholder Rights: Legal protections and remedies available to minority shareholders against majority oppression

Corporate Governance Precedents: Case law establishing standards for corporate decision-making and management oversight

Articles of Incorporation: Primary corporate document establishing the company's existence and basic structure

Corporate Bylaws: Internal rules governing company operations, management structure, and shareholder rights

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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