The Director Shareholder Agreement is a crucial document in Indian corporate law that should be implemented when establishing or restructuring a company's governance framework. This agreement is particularly important for private companies, startups, and family-owned businesses operating in India where clear delineation of rights and responsibilities between directors and shareholders is essential. The document addresses key aspects such as board composition, share transfer restrictions, voting rights, and management decisions, while ensuring compliance with the Companies Act 2013 and other relevant Indian regulations. It serves as a protective mechanism for both directors and shareholders, preventing potential conflicts and providing clear guidelines for corporate governance.
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1. Parties: Identification of all shareholders and directors who are party to the agreement
2. Background: Context of the agreement, including company details and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholding: Details of company's share capital structure and current shareholding pattern
5. Director Appointments and Removal: Process for appointing and removing directors, including shareholder nomination rights
6. Board Composition and Governance: Structure of the board, meeting procedures, and voting requirements
7. Directors' Powers and Duties: Specific powers granted to directors and their fiduciary duties
8. Reserved Matters: Decisions requiring special majority or unanimous board/shareholder approval
9. Share Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions
10. Tag Along and Drag Along Rights: Rights of shareholders in case of stake sale
11. Confidentiality: Obligations regarding confidential information
12. Non-Compete and Non-Solicit: Restrictions on competitive activities and solicitation
13. Termination: Circumstances and process for terminating the agreement
14. Dispute Resolution: Mechanism for resolving disputes between parties
15. Governing Law and Jurisdiction: Applicable law and jurisdiction for the agreement
1. Pre-emptive Rights: Rights of existing shareholders to participate in new share issuances
2. Anti-dilution Protection: Protection for shareholders against dilution in certain circumstances
3. Exit Rights: Specific provisions for IPO, strategic sale, or other exit mechanisms
4. Dividend Policy: Framework for declaring and distributing dividends
5. Information Rights: Special rights for certain shareholders to receive company information
6. Director Indemnification: Provisions for protecting directors against legal claims
7. Digital Meetings: Provisions for conducting board meetings through digital means
8. Foreign Investment Compliance: Special provisions for compliance with FEMA if foreign shareholders are involved
1. Schedule 1 - Details of Shareholders: Complete list of shareholders with their shareholding details
2. Schedule 2 - Details of Directors: List of current directors with their DIN and contact details
3. Schedule 3 - Share Capital Structure: Detailed breakdown of company's share capital and classes of shares
4. Schedule 4 - Reserved Matters List: Comprehensive list of matters requiring special approval
5. Schedule 5 - Board Committees: Structure and composition of various board committees
6. Appendix A - Company Articles: Copy of the company's articles of association
7. Appendix B - Board Resolution: Copy of board resolution approving the agreement
8. Appendix C - Compliance Certificates: Relevant regulatory compliance certificates
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