The Director Shareholder Agreement is a crucial document for companies operating in the UAE, particularly relevant for private companies, family businesses, and joint ventures. It serves as the primary governance document establishing the framework for interaction between company ownership and management. This agreement is especially important in the UAE context where companies must navigate both international business practices and local regulatory requirements. The document typically includes comprehensive provisions on corporate governance, share transfers, board composition, and decision-making processes, all aligned with UAE Commercial Companies Law and other relevant regulations. The Director Shareholder Agreement becomes particularly vital when setting up new companies, during ownership transitions, or when implementing formal governance structures in existing businesses.
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1. Parties: Identification of all shareholders and directors who are party to the agreement
2. Background: Context of the agreement, company information, and purpose of the arrangement
3. Definitions: Defined terms used throughout the agreement
4. Board Composition: Structure of the board, appointment and removal procedures, and qualification requirements
5. Directors' Powers and Duties: Scope of directors' authority, responsibilities, and fiduciary duties under UAE law
6. Shareholders' Rights and Obligations: Fundamental rights, voting mechanisms, and obligations of shareholders
7. Share Capital and Transfer Restrictions: Details of share capital, share transfer procedures, and restrictions
8. Reserved Matters: Decisions requiring special approval from directors or shareholders
9. Corporate Governance: Governance framework, meeting procedures, and compliance requirements
10. Dividend Policy: Framework for dividend declarations and distributions
11. Confidentiality: Protection of company and stakeholder confidential information
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
15. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stakes
2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in a sale
3. Anti-Dilution Provisions: Optional protection against dilution of shareholding in future financing rounds
4. Emergency Board Powers: Optional provisions for emergency decision-making procedures
5. Islamic Finance Compliance: Optional provisions ensuring compliance with Shariah principles if required
6. Director Indemnification: Optional enhanced protection for directors beyond statutory requirements
7. Deadlock Resolution: Optional detailed procedures for resolving board or shareholder deadlocks
8. Exit Strategy: Optional provisions detailing preferred exit mechanisms and procedures
1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholdings
2. Schedule 2: Initial Directors: List of initial directors and their details
3. Schedule 3: Reserved Matters: Detailed list of matters requiring special approval
4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5: Deed of Adherence: Template for new shareholders to agree to the terms of the agreement
6. Schedule 6: Business Plan: Initial business plan and key performance indicators
7. Appendix A: Share Transfer Forms: Template forms for share transfers
8. Appendix B: Board Resolution Templates: Standard templates for common board resolutions
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