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Shareholder Representative Agreement
"I need a Shareholder Representative Agreement for our Nigerian tech startup where a professional firm will represent a group of five international venture capital investors, with full voting authority and quarterly reporting requirements, to be effective from March 1, 2025."
1. Parties: Identification of the appointing shareholders and the appointed representative
2. Background: Context of the appointment and relevant information about the company and shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Appointment and Term: Formal appointment of the representative and duration of the appointment
5. Powers and Authority: Scope of representative's powers, including voting rights and decision-making authority
6. Duties and Responsibilities: Specific obligations of the representative, including reporting requirements and fiduciary duties
7. Limitations of Authority: Specific restrictions on the representative's powers and actions requiring special approval
8. Communications and Reporting: Procedures for communication between representative and shareholders, including reporting obligations
9. Remuneration: Compensation structure and payment terms for the representative's services
10. Indemnification: Protection and indemnification provisions for the representative
11. Termination: Circumstances and procedures for ending the agreement
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Substitute Representative: Procedures for appointing a substitute representative when the primary representative is unavailable - include when multiple representatives might be needed
2. Electronic Communications: Provisions for electronic voting and communications - include for modern corporate structures with digital governance
3. Conflict Resolution: Specific procedures for handling conflicts between different shareholder groups - include when representing diverse shareholder interests
4. Insurance: Requirements for professional liability insurance - include when dealing with high-value transactions or listed companies
5. Special Voting Procedures: Detailed procedures for specific types of corporate actions - include when dealing with complex corporate structures
6. Foreign Shareholders: Special provisions for foreign shareholders - include when representing international shareholders
1. Schedule 1 - List of Appointing Shareholders: Details of all shareholders appointing the representative, including shareholding percentages
2. Schedule 2 - Scope of Authority Matrix: Detailed matrix showing different types of decisions and level of authority granted
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees and payment terms
4. Schedule 4 - Reporting Template: Standard format for periodic reports to be provided to shareholders
5. Schedule 5 - Communication Protocols: Detailed procedures for different types of communications and notifications
6. Appendix A - Power of Attorney Form: Template for formal power of attorney documentation
7. Appendix B - Meeting Procedures: Detailed procedures for participating in shareholder meetings
Authors
Financial Services
Banking
Insurance
Manufacturing
Oil and Gas
Telecommunications
Real Estate
Healthcare
Technology
Mining
Retail
Agriculture
Construction
Energy
Professional Services
Legal
Corporate Governance
Compliance
Corporate Affairs
Board Secretariat
Investor Relations
Corporate Communications
Risk Management
Executive Management
Company Secretary
Legal Counsel
Corporate Governance Officer
Compliance Officer
Board Director
Shareholder Representative
Investment Manager
Corporate Affairs Manager
Legal Director
Chief Legal Officer
Chief Executive Officer
Chief Financial Officer
Investment Relations Manager
Corporate Communications Director
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