The Minority Shareholder Agreement is essential for companies operating under German law where there is a need to protect the interests of shareholders holding non-controlling stakes. This document is particularly relevant when establishing new investment relationships, during corporate restructuring, or in family businesses where ownership is distributed among multiple parties. The agreement must comply with German corporate law, particularly the Aktiengesetz (AktG) and GmbH-Gesetz, while providing comprehensive protection mechanisms including voting rights, information rights, board representation, and exit provisions. It typically includes detailed provisions on share transfers, tag-along rights, anti-dilution protection, and dispute resolution procedures, all structured within the framework of German corporate governance requirements.
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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, including company structure, shareholding percentages, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope and Purpose: Detailed outline of the agreement's objectives and its application
5. Shareholder Rights and Obligations: Core rights and obligations of all shareholders, including voting rights, dividend rights, and information rights
6. Minority Protection Rights: Specific protections for minority shareholders, including veto rights on key decisions and anti-dilution provisions
7. Share Transfer Restrictions: Rules governing the transfer of shares, including right of first refusal and tag-along rights
8. Corporate Governance: Management structure, board composition, and decision-making processes
9. Information and Reporting Rights: Rights of minority shareholders to receive company information and financial reports
10. Dispute Resolution: Procedures for resolving disputes between shareholders
11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard closing provisions including severability, entire agreement, and amendments
1. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company
2. Put Option Rights: Include when minority shareholders should have the right to sell their shares to majority shareholders under specific conditions
3. Special Dividend Rights: Include when there are specific arrangements for dividend distribution that differ from standard proportional distribution
4. Board Representation: Include when minority shareholders are to be granted specific board representation rights
5. Non-Competition and Non-Solicitation: Include when shareholders should be restricted from competing activities
6. Deadlock Resolution: Include when specific procedures for resolving deadlock situations are needed
7. Exit Strategy: Include when specific provisions for company sale or IPO are needed
8. Pre-emptive Rights: Include when shareholders should have priority rights to purchase new share issues
1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current shareholding percentages and share classes
2. Schedule 2 - Reserved Matters: List of decisions requiring special majority or minority shareholder approval
3. Schedule 3 - Valuation Methodology: Agreed methods for share valuation in various scenarios
4. Schedule 4 - Information Rights Details: Specific information and documents to be provided to minority shareholders
5. Schedule 5 - Corporate Governance Procedures: Detailed procedures for board meetings, shareholder meetings, and voting
6. Appendix A - Company Articles of Association: Current articles of association of the company
7. Appendix B - Shareholders' Register: Current register of shareholders
8. Appendix C - Business Plan: Current business plan (if relevant to minority shareholder rights)
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