The Stakeholders Agreement serves as a fundamental document for companies operating in Nigeria that have multiple shareholders or stakeholders with diverse interests. It is particularly crucial when establishing new business relationships, bringing in new investors, or formalizing existing stakeholder arrangements. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and typically includes provisions for corporate governance, share dealings, profit distribution, and dispute resolution. This document is essential for protecting stakeholder interests, preventing potential conflicts, and ensuring smooth company operations in the Nigerian business environment. It becomes especially important in scenarios involving foreign investment, family businesses, or companies planning for significant corporate changes or expansion.
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1. Parties: Identification of all stakeholders and their contact details
2. Background: Context of the agreement, including company information and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Interpretation: Rules for interpreting the agreement, including hierarchy of documents
5. Shareholding Structure: Details of current shareholding and share classes
6. Management and Control: Governance structure, board composition, and decision-making processes
7. Shareholders' Rights and Obligations: Key rights and duties of shareholders, including voting rights
8. Share Transfer Restrictions: Limitations and procedures for transferring shares
9. Pre-emptive Rights: Rights of existing shareholders to purchase new shares
10. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties
11. Dividend Policy: Framework for dividend declarations and distributions
12. Financial Matters: Financial reporting, auditing, and access to information
13. Confidentiality: Protection of company and stakeholder confidential information
14. Non-Competition: Restrictions on competitive activities
15. Dispute Resolution: Procedures for resolving disputes between stakeholders
16. Term and Termination: Duration of agreement and termination provisions
17. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law
1. Employee Share Scheme: Include when the company has or plans to implement employee share ownership programs
2. International Arbitration: Include when there are foreign stakeholders requiring international dispute resolution
3. Anti-dilution Protection: Include for protecting minority shareholders in future funding rounds
4. Put and Call Options: Include when stakeholders want specific exit rights
5. Technology Rights: Include for technology-based companies with IP considerations
6. Related Party Transactions: Include when there are significant business relationships between stakeholders
7. Environmental and Social Responsibility: Include for companies with specific ESG commitments
8. Foreign Investment Provisions: Include when there are foreign investors requiring specific protections
1. Schedule 1 - Company Information: Detailed company information including registration details and structure
2. Schedule 2 - Initial Shareholding: Complete breakdown of shareholding structure and share classes
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4 - Business Plan: Initial business plan and key milestones
5. Schedule 5 - Share Valuation Methodology: Agreed methods for valuing shares in various scenarios
6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7 - Key Performance Indicators: Agreed performance metrics for the business
8. Appendix A - Board Procedures: Detailed procedures for board meetings and decision-making
9. Appendix B - Competing Businesses: List of businesses considered competitors for non-compete provisions
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