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Shareholder Management Agreement Template for Malaysia

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Key Requirements PROMPT example:

Shareholder Management Agreement

"I need a Shareholders Management Agreement for my Malaysian tech startup that will be closing a Series A funding round in March 2025, with provisions for three institutional investors and protection mechanisms for the founding team's ownership interests."

Document background
The Shareholder Management Agreement is a fundamental document used when establishing or updating the governance framework of a company in Malaysia. It becomes particularly relevant when multiple shareholders are involved, or when specific rights and obligations need to be clearly defined between different classes of shareholders. The agreement, governed by Malaysian law including the Companies Act 2016 and related regulations, typically includes provisions for share transfers, voting rights, board representation, reserved matters, dividend policies, and dispute resolution mechanisms. It's especially crucial for companies with diverse ownership structures, joint ventures, or those planning for future investment or expansion. The document serves as a cornerstone for corporate governance, helping prevent potential conflicts while providing clear procedures for company management and shareholder relations.
Suggested Sections

1. Parties: Identification of all shareholders and the company entering into the agreement

2. Background: Context of the agreement, company information, and purpose of the arrangement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Shareholding Structure: Current shareholding details, share classes, and rights attached to shares

5. Share Transfer Restrictions: Limitations and conditions for transferring shares, including right of first refusal

6. Corporate Governance: Board composition, appointment/removal of directors, and meeting procedures

7. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights

8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

9. Management and Operations: Day-to-day management structure, key personnel appointments

10. Dividend Policy: Framework for declaring and distributing dividends

11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

12. Exit Provisions: Mechanisms for shareholders to exit, including put and call options

13. Confidentiality: Protection of company and shareholder confidential information

14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale

3. Anti-Dilution Protection: Protection against shareholding dilution in future share issues

4. Intellectual Property Rights: For companies with significant IP assets

5. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee poaching

6. Information Rights: Special information access rights for certain shareholders

7. Pre-emptive Rights: Rights of existing shareholders in new share issues

8. Shareholder Loans: Terms for shareholder financing if applicable

Suggested Schedules

1. Schedule 1: Shareholder Details: Complete list of shareholders with their shareholdings and contact details

2. Schedule 2: Company Information: Detailed company information including registration details and share capital structure

3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4: Board Composition: Current board structure and nomination rights

5. Schedule 5: Business Plan: Initial business plan and key performance indicators

6. Schedule 6: Share Valuation Methodology: Agreed methods for share valuation in various circumstances

7. Appendix A: Deed of Adherence: Template for new shareholders joining the agreement

8. Appendix B: Share Transfer Notice: Template for notice of intention to transfer shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions











































Clauses



































Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Construction

Agriculture

Education

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Finance

Risk Management

Investor Relations

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Board Director

Managing Director

Compliance Officer

Corporate Governance Officer

Investment Manager

Shareholder Relations Manager

Risk Management Officer

Corporate Strategy Director

Business Development Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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