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Shareholder Buyout Agreement

Shareholder Buyout Agreement Template for Nigeria

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Key Requirements PROMPT example:

Shareholder Buyout Agreement

"I need a Shareholder Buyout Agreement for a Nigerian technology company where the majority shareholder is selling their 60% stake to two existing minority shareholders equally, with payment to be made in three installments by March 2025."

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Document background
The Shareholder Buyout Agreement is essential when one or more shareholders wish to exit a Nigerian company by selling their shares to existing shareholders or back to the company. This document is particularly crucial in private companies where share transfers need to be carefully structured and documented. It is used in situations ranging from amicable business separations to succession planning, and must comply with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020. The agreement typically includes comprehensive details about share valuation, payment terms, warranties, and post-sale obligations. It also addresses tax implications, regulatory requirements, and any necessary corporate governance approvals. Understanding local business practices and legal requirements in Nigeria is crucial for effective implementation of this agreement.
Suggested Sections

1. Parties: Identification of all parties including the selling shareholder(s), purchasing shareholder(s), and the company

2. Background: Context of the agreement, current shareholding structure, and reason for the buyout

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Completion: Details of when and how the transfer will be completed, including conditions precedent

6. Purchase Price: Detailed breakdown of consideration, payment method, and timing

7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

8. Company Warranties: Warranties about the company's financial position, assets, and liabilities

9. Confidentiality: Obligations regarding confidential information and announcement restrictions

10. Tax Matters: Tax obligations, indemnities, and allocations between parties

11. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller has key company knowledge

2. Director Resignation: Terms for resignation from board positions - include when seller is also a director

3. Employee Matters: Employment termination terms - include when seller is also an employee

4. Intellectual Property Rights: IP transfer provisions - include for technology or brand-focused companies

5. Outstanding Loans: Settlement of shareholder loans - include if there are existing shareholder loans

6. Earn-out Provisions: Additional future payments based on performance - include if part of purchase price is contingent

7. Foreign Exchange Provisions: Currency conversion and payment terms - include for international transactions

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates numbers and class rights

2. Completion Requirements: Checklist of documents and actions required for completion

3. Company Information: Key company details including assets, contracts, and employee information

4. Warranties: Detailed warranties and indemnities

5. Board Resolution: Copy of board resolution approving the share transfer

6. Valuation Report: Independent valuation of shares (if applicable)

7. Payment Schedule: Detailed payment terms and installments if applicable

8. Related Party Contracts: List of contracts between company and selling shareholder to be terminated

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions








































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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Agriculture

Telecommunications

Professional Services

Mining

Construction

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Risk Management

Board of Directors

Corporate Affairs

Treasury

Governance

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Finance Director

Board Director

Shareholder

Investment Manager

Tax Manager

Compliance Officer

Corporate Governance Officer

Business Development Director

Risk Manager

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

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