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Shareholder Release Agreement

Shareholder Release Agreement Template for Nigeria

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Key Requirements PROMPT example:

Shareholder Release Agreement

"I need a Shareholder Release Agreement for my exit from a Nigerian tech startup, where I'll be transferring my 15% shareholding back to the company in exchange for NGN 5 million, with the transfer to be completed by March 2025."

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Document background
The Shareholder Release Agreement is a crucial document in Nigerian corporate practice, typically used when a shareholder exits a company or settles disputes with other shareholders or the company itself. This agreement is essential in situations involving share transfers, corporate restructuring, dispute reºìÐÓÖ±²¥, or amicable separation of business relationships. It must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020 and relevant securities regulations. The document typically includes detailed provisions about the scope of the release, any financial settlement, continuing obligations, and necessary corporate approvals. It serves to prevent future disputes by clearly documenting the terms of release and ensuring all parties understand their rights and obligations under Nigerian law.
Suggested Sections

1. Parties: Identification of the releasing shareholder(s) and the company/other shareholders receiving the release

2. Background: Context of shareholding, reason for release, and any relevant corporate history

3. Definitions: Definitions of key terms used throughout the agreement

4. Release and Discharge: Core provisions detailing the scope of release, including specific claims being released

5. Consideration: Details of any payment or other consideration for the release

6. Representations and Warranties: Statements of fact and assurances from both parties

7. Confidentiality: Obligations regarding confidential information and announcement restrictions

8. Tax Matters: Provisions dealing with tax implications and responsibilities

9. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

10. Execution: Formal execution provisions and signature blocks

Optional Sections

1. Continuing Obligations: Used when certain obligations survive the release, such as confidentiality or non-compete provisions

2. Third Party Rights: Include when the release affects rights of parties not directly signing the agreement

3. Non-Competition and Non-Solicitation: Include when there are restrictions on future business activities

4. Regulatory Compliance: Required when the release involves regulated industries or SEC compliance

5. Share Transfer Mechanics: Include when the release involves actual transfer of shares rather than just claims

6. Directors' Resignation: Include when the releasing shareholder is also resigning from director positions

7. Group Company Provisions: Used when release extends to affiliated companies and subsidiaries

Suggested Schedules

1. Details of Shareholding: Schedule listing all shares held and being released

2. Related Agreements: List of any related agreements being terminated or affected

3. Claims List: Specific enumeration of claims being released, if any

4. Corporate Authorizations: Copies of board reºìÐÓÖ±²¥s and other corporate approvals

5. Share Certificates: Copies of relevant share certificates and transfer forms

6. Payment Details: Schedule of any consideration payments and payment mechanisms

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºìÐÓÖ±²¥ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






























Clauses



























Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy and Natural Resources

Telecommunications

Healthcare

Retail

Agriculture

Construction

Professional Services

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Risk Management

Corporate Governance

Board Secretariat

Shareholder Relations

Investment Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Board Director

Managing Director

Compliance Officer

Risk Manager

Corporate Governance Officer

Investment Manager

Shareholder Relations Manager

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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