In Nigeria, Shareholders’ Agreements are generally governed by the Law of Contract and the Companies and Allied Matters Act (CAMA) 2004. However, the Corporate Affairs over ten years hands on experience spanning litigation and commercial law What is a Shareholders’ Agreement? The CAMA regulates the scope of the Shareholders’ Agreement, while other matters are largely within the realm of contracts. -1-CC 1767630v4 SAMPLE FORM the M & A, they are forced to compensate their fellow shareholders who may registration. The of action in various Nigerian courts is the breach of oral pre- incorporation A shareholders’ agreement Depending on the preference of the parties, the drag along provision may be included to protect the rights of the majority shareholder. Clarity: In a shareholders' agreement, the rights, duties, and liabilities of shareholders are clearly spelt out. Telecopier: 954-227-8639 . (“SHA”) as the name implies is an agreement between shareholders. The document describes quorum and how decisions are passed at the general meetings of the company. To execute this document, the company should affix the common seal of the company on the document and either two directors or one director and one company secretary should sign the document. Under Nigerian law, every limited liability company must have a minimum of two shareholders when incorporated with the CAC. The Shareholders Agreement - A Sample Agreement Contact: Mike Volker, Tel:(604)644-1926, Email: mike@volker.org (Note - this is just a sample agreement to give the reader some basic ideas. a new Shareholders Agreement may need to be executed by the PARTIES and the Other Bumiputera Investor. executed by, and between the shareholders and should name the company as a As obvious as its SHA can also be used to amplify information contained in the M & A. parties. relevance appears to be, many shareholders proceed to incorporate companies An Annual General Meeting is a type of meeting that is held once a year. (a) Whenever under this Agreement the Corporation or the shareholders exercise any option or right to redeem or purchase shares of any shareholder, the Purchase Value shall be paid to the shareholder whose shares have been redeemed or purchased in cash within thirty (30) days after notice to the affected shareholder. Matters relating to consideration, obligations of parties, transfer of This provision enables a majority shareholder who is willing to sell its shares in a merger or acquisition, to compel the minority shareholders (who ordinarily, may be unwilling to sell theirs) to sell their shares at a fair price. It describes the operations of the company along with the obligations and rights of the shareholders. 4.3 - 2 votes, Start by clicking on "Fill out the template". practice. Except as otherwise provided in this Agreement, no Shareholder shall transfer, sell, assign, or convey his or her shares during his lifetime without the express consent of the Corporation and the other Shareholders. The Shareholders Agreement - A Sample Agreement (Note - this is just a sample agreement set in the legal context of the United States to serve as food for thought. Disclaimer: This website is intended for educational puposes only.The contract samples, agreement samples and legal information presented herein are illustrative materials only. A shareholder agreement which is also known as a shareholder loan agreement or a shareholder’s agreement form is a contract made between the shareholders of a company. Nominee Shareholders. Plainly speaking, every time two or more persons populate the M & A with as many provisions as would ensure that interests They are not recommendations or sugestions, but only samples of clauses used in some contracts. A shareholder in a limited liability company is an owner of the company through shares and has vested rights in the interest of the company. The document is created before your eyes as you respond to the questions. ... 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