The Shareholder Support Agreement serves as a crucial instrument in Danish corporate transactions and governance structures, typically employed in scenarios involving mergers, acquisitions, or significant corporate actions requiring shareholder approval. This document is particularly relevant when seeking to secure commitments from key shareholders to support specific corporate initiatives or maintain certain voting positions. Under Danish law, particularly the Danish Companies Act (Selskabsloven), such agreements must carefully balance contractual freedoms with mandatory corporate law provisions. The agreement typically includes detailed provisions on voting undertakings, transfer restrictions, and support obligations, while ensuring compliance with Danish regulatory requirements and market practices. It's commonly used in both private and public company contexts, though public company implementations require additional consideration of market abuse regulations and disclosure requirements.
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Key Requirements PROMPT example:
Shareholder Support Agreement
I need a Shareholder Support Agreement under Danish law for our upcoming merger, where three institutional investors holding 45% of shares will commit to supporting the transaction expected to complete in March 2025; the agreement should include specific provisions for voting undertakings and transfer restrictions during the support period.
1. Parties: Identification of all parties to the agreement, including the supporting shareholders and the beneficiary company/parties
2. Background: Context of the agreement, including relevant corporate structure and purpose of the support arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Support Obligations: Core commitments and obligations of the supporting shareholders
5. Voting Undertakings: Specific undertakings regarding voting rights and how they should be exercised
6. Transfer Restrictions: Limitations on the transfer of shares during the support period
7. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
8. Representations and Warranties: Standard confirmations about capacity, authority, and ownership of shares
9. Confidentiality: Obligations regarding the treatment of confidential information
10. Notices: Process and requirements for formal communications between parties
11. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Specific Transaction Support: Used when the support is tied to a specific transaction or corporate action
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
3. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
4. Standstill Provisions: Used when parties need to be restricted from acquiring additional shares or making hostile actions
5. Break Fees: Include when there are penalties for breaking support obligations
6. Public Announcements: Required for listed companies or when public communications need to be controlled
7. Competition Law Compliance: Include when the agreement might have competition law implications
8. Step-In Rights: Used when certain parties need the right to take over obligations in specific circumstances
1. Schedule 1 - Details of Supporting Shareholders: List of all supporting shareholders with their shareholding details
2. Schedule 2 - Form of Deed of Adherence: Standard form for new parties to accede to the agreement
3. Schedule 3 - Relevant Shares: Detailed description of shares subject to the support agreement
4. Schedule 4 - Voting Procedures: Detailed procedures for exercising voting rights
5. Schedule 5 - Permitted Transfers: List of circumstances under which share transfers are permitted
6. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the agreement
7. Appendix B - Power of Attorney: Standard form of power of attorney for voting rights
8. Appendix C - Communication Ƶ: Standard forms for notices and other communications
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Private Equity
Technology
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Professional Services
Retail
Infrastructure
Media and Entertainment
Relevant Teams
Legal
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Corporate Governance
Investment
Finance
Shareholder Relations
Board Secretariat
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Legal Director
M&A Director
Investment Director
Corporate Development Manager
Legal Counsel
Compliance Officer
Board Member
Chairman of the Board
Chief Financial Officer
Investment Manager
Shareholder Relations Manager
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