The Shareholder Support Agreement is a crucial document in Dutch corporate transactions, typically employed when a company requires formal commitment from its shareholders for significant corporate actions such as mergers, acquisitions, restructurings, or major business decisions. This agreement is particularly relevant in situations where shareholder approval is critical for the success of a proposed transaction or corporate action. Under Dutch law, it provides a legally binding framework that defines how shareholders will exercise their voting rights and handle their shares during the support period. The document includes specific provisions compliant with Dutch corporate law requirements, detailing voting commitments, share transfer restrictions, and support obligations. It's commonly used in both private and public companies, especially during takeover situations, corporate reorganizations, or when implementing significant strategic changes that require shareholder backing.
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1. Parties: Identification of all parties to the agreement, including the company and participating shareholders
2. Background: Context of the agreement, including current shareholding structure and purpose of the support agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Support Obligations: Core obligations of shareholders to support specified corporate actions or transactions
5. Voting Commitments: Specific commitments regarding how shareholders will exercise their voting rights
6. Transfer Restrictions: Limitations on transfer of shares during the support period
7. Representations and Warranties: Statements of fact by the shareholders regarding their capacity and share ownership
8. Duration and Termination: Term of the agreement and circumstances under which it may be terminated
9. Confidentiality: Obligations regarding confidential information
10. Notices: Process and requirements for formal communications between parties
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale of shares
2. Tag-Along Rights: Include when minority shareholders should have the right to join in the sale of shares by majority shareholders
3. Standstill Provisions: Include when there's a need to restrict shareholders from acquiring additional shares or making hostile actions
4. Break Fees: Include when penalties for breach of support obligations are required
5. Information Rights: Include when specific shareholders need guaranteed access to company information
6. Non-Compete and Non-Solicit: Include when shareholders are also involved in business operations
7. Power of Attorney: Include when automatic execution of certain actions may be required
8. Works Council Provisions: Include when Works Council consultation is required under Dutch law
1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current share ownership and classes of shares
2. Schedule 2 - Form of Deed of Adherence: Template for new shareholders to join the agreement
3. Schedule 3 - Supported Actions: Detailed list of corporate actions or transactions being supported
4. Schedule 4 - Voting Procedures: Specific procedures for exercising voting rights
5. Schedule 5 - Contact Details: Contact information for all parties and their authorized representatives
6. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the agreement
7. Appendix B - Power of Attorney Forms: Standard forms for powers of attorney when required
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