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Minority Protection Rights Shareholders Agreement
"I need a Minority Protection Rights Shareholders Agreement for our Australian technology startup, where three minority investors will collectively hold 35% of shares from March 2025, with specific focus on anti-dilution protection and information rights for future funding rounds."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, existing shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Company Management and Board Composition: Structure of the board, appointment rights, and decision-making processes
5. Reserved Matters: Decisions requiring special majority or minority shareholder approval
6. Share Capital and Rights: Details of share classes, rights attached to shares, and share capital structure
7. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
8. Minority Protection Rights: Specific protections for minority shareholders including veto rights and anti-dilution provisions
9. Information Rights: Rights of shareholders to receive company information and financial reports
10. Dispute Resolution: Procedures for resolving conflicts between shareholders
11. Deadlock Provisions: Mechanisms to resolve situations where shareholders cannot agree on key decisions
12. Confidentiality: Obligations regarding confidential information
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake - include when requested by minority shareholders
2. Drag-Along Rights: Right of majority to force minorities to join in sale - include when majority shareholders want exit flexibility
3. Put and Call Options: Rights to force purchase/sale of shares - include when shareholders want clear exit mechanisms
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include when shareholders are active in the industry
5. Dividend Policy: Specific arrangements for dividend distributions - include when shareholders want predetermined dividend rules
6. Share Valuation Mechanisms: Methods for determining share value - include when specific valuation methodology is desired
7. Employee Share Schemes: Provisions for employee share ownership - include when company has/plans employee share schemes
8. IPO Rights: Provisions regarding future public listing - include when IPO is a potential exit strategy
1. Schedule 1 - Details of the Company and Shareholders: Complete details of shareholding structure, share classes, and shareholder information
2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring special approval
3. Schedule 3 - Share Transfer Procedures: Detailed procedures for implementing share transfers
4. Schedule 4 - Deed of Accession: Form for new shareholders to agree to be bound by the agreement
5. Schedule 5 - Company Business Plan: Current business plan and strategic objectives
6. Schedule 6 - Valuation Methodology: Detailed share valuation procedures and formulas
7. Schedule 7 - Board Meeting Procedures: Detailed procedures for board meetings and voting
8. Appendix A - Share Certificate Template: Template for share certificates including required legends
Authors
Affiliate
AGM
Anti-dilution Rights
Approved Business Plan
Board
Board Reserved Matters
Business
Business Day
Call Option
Change of Control
Company
Company Secretary
Completion
Completion Date
Confidential Information
Constitution
Control
Deadlock
Deed of Adherence
Director
Dispose
Drag-along Notice
Drag-along Right
Effective Date
Encumbrance
Event of Default
Exercise Notice
Expert
Fair Market Value
Financial Year
Group
Independent Director
Information Rights
Insolvency Event
Issue Price
Majority Shareholders
Material Adverse Change
Minority Shareholders
New Securities
Ordinary Shares
Original Shareholders
Parties
Permitted Transfer
Pre-emptive Rights
Pro Rata Share
Put Option
Qualified IPO
Related Body Corporate
Related Party Transaction
Reserved Matters
ROFR Notice
Sale Notice
Share Capital
Shareholder Reserved Matters
Shareholders
Shares
Subsidiary
Super Majority Resolution
Tag-along Notice
Tag-along Right
Transfer
Transfer Notice
Valuation Procedure
Veto Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Minority Veto Rights
Information Rights
Share Capital
Share Transfer Restrictions
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Anti-dilution Protection
Put Option Rights
Call Option Rights
Dividend Policy
Business Plan and Budget
Related Party Transactions
Non-compete and Non-solicitation
Confidentiality
Deadlock Resolution
Default Events
Exit Provisions
IPO Rights
Share Valuation
Dispute Resolution
Termination
Assignment
Notices
Governing Law
Severability
Amendment
Entire Agreement
Costs and Expenses
Further Assurance
Technology and Startups
Professional Services
Manufacturing
Real Estate
Financial Services
Healthcare
Retail and Consumer
Media and Entertainment
Mining and Resources
Family Businesses
Venture Capital and Private Equity
Legal
Corporate Governance
Board of Directors
Executive Management
Company Secretariat
Compliance
Corporate Affairs
Investment
Finance
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Compliance Officer
Company Director
Managing Director
Corporate Governance Manager
Shareholder Relations Manager
Investment Director
Private Equity Manager
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