The Minority Shareholder Agreement is a crucial document in the UAE business environment, particularly given the increasing foreign investment and complex corporate structures in the region. This agreement becomes essential when companies have minority shareholders holding less than 50% of shares who require protection of their interests. The document typically follows UAE Federal Law No. 32 of 2021 and other relevant regulations, providing comprehensive coverage of minority shareholder rights, governance mechanisms, and protection measures. It's particularly relevant for companies with foreign investors, family businesses introducing external shareholders, or in situations where multiple stakeholders hold varying degrees of ownership. The agreement addresses key aspects such as board representation, voting rights, transfer restrictions, and dispute resolution mechanisms, all within the framework of UAE law.
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1. Parties: Identification of all parties to the agreement, including the company, majority shareholders, and minority shareholders
2. Background: Context of the agreement, company structure, and existing shareholding arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Share Ownership and Capital Structure: Details of shareholding percentages, classes of shares, and capital structure
5. Minority Shareholder Rights: Core rights including voting rights, dividend rights, and information rights
6. Board Representation: Rights regarding board appointment and representation
7. Reserved Matters: Decisions requiring minority shareholder approval
8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
9. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties
10. Information and Inspection Rights: Rights to company information and financial records
11. Dispute Resolution: Procedures for resolving disputes between shareholders
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and termination provisions
14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction
1. Anti-dilution Protection: Protection against share dilution, used when future capital raises are anticipated
2. Put Option Rights: Right to sell shares back to majority shareholders, included when exit protection is required
3. Employment Rights: If minority shareholders are also employees/executives of the company
4. Dividend Policy: Detailed dividend distribution rules, when specific dividend arrangements are needed
5. Non-Compete and Non-Solicitation: Restrictions on competitive activities, when shareholders are involved in business operations
6. Islamic Finance Compliance: Special provisions for Shariah compliance if required
7. Free Zone Specific Provisions: Additional provisions if company is in a UAE free zone
1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share ownership and share classes
2. Schedule 2: Reserved Matters List: Comprehensive list of decisions requiring minority shareholder approval
3. Schedule 3: Company Information: Details of the company including registration number, address, and current directors
4. Schedule 4: Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule 5: Tag-Along and Drag-Along Procedures: Detailed procedures for implementing these rights
6. Schedule 6: Valuation Methodology: Agreed methods for share valuation in various scenarios
7. Appendix A: Board Meeting Procedures: Procedures for conducting board meetings and passing resolutions
8. Appendix B: Shareholder Meeting Procedures: Procedures for conducting shareholder meetings and voting
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