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Public Company Shareholders Agreement
"I need a Public Company Shareholders Agreement for an ASX-listed technology company with significant international institutional investors, including specific provisions for anti-dilution protection and tag-along rights for founding shareholders who will retain 25% ownership post-listing in March 2025."
1. Parties: Identification of the company and all shareholders who are parties to the agreement
2. Background: Context of the agreement, including company structure and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Company Structure and Governance: Details of share classes, board composition, and governance framework
5. Shareholder Rights and Obligations: Core rights and responsibilities of shareholders, including voting rights
6. Share Capital and New Issues: Provisions regarding share capital structure and future share issues
7. Transfer of Shares: Rules and restrictions governing the transfer of shares
8. ASX Compliance: Provisions ensuring compliance with ASX Listing Rules and continuous disclosure obligations
9. Dividend Policy: Framework for determining and distributing dividends
10. Board Composition and Proceedings: Rules regarding board appointment, removal, and meeting procedures
11. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
12. Confidentiality: Obligations regarding company and shareholder confidential information
13. Dispute Resolution: Procedures for resolving disputes between shareholders
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Optional provisions giving minority shareholders the right to join in the sale of shares by majority shareholders
2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in the sale of shares
3. Pre-emptive Rights: Optional provisions giving existing shareholders first right to purchase shares being sold
4. Anti-dilution Protection: Optional provisions protecting shareholders from dilution in certain circumstances
5. Strategic Investors Rights: Optional provisions for special rights granted to strategic investors
6. Employee Share Scheme: Optional provisions regarding employee share ownership plans
7. Related Party Transactions: Optional detailed provisions governing transactions with related parties
8. Competing Business Restrictions: Optional non-compete and non-solicitation provisions
9. Special Rights for Founding Shareholders: Optional provisions granting specific rights to company founders
1. Schedule 1 - Company Details: Details of the company including ACN, registered office, and share capital structure
2. Schedule 2 - Shareholder Details: List of all shareholders and their respective shareholdings
3. Schedule 3 - Reserved Matters: Detailed list of matters requiring special approval
4. Schedule 4 - Deed of Accession: Form of deed for new shareholders joining the agreement
5. Schedule 5 - Tag and Drag Along Procedures: Detailed procedures for implementing tag and drag along rights
6. Schedule 6 - Valuation Principles: Agreed methodology for share valuation
7. Schedule 7 - Board Charter: Detailed governance procedures and board responsibilities
8. Schedule 8 - Dividend Policy Details: Specific criteria and procedures for dividend declarations
9. Appendix A - Share Transfer Notice: Form of notice for transfer of shares
10. Appendix B - Corporate Governance Policy: Detailed corporate governance guidelines and procedures
Authors
ASIC
ASX
ASX Listing Rules
Board
Business Day
Business Hours
Board Charter
Chairman
Company
Company Constitution
Competing Business
Confidential Information
Corporations Act
Director
Dividend Policy
Drag-Along Notice
Drag-Along Right
Effective Date
Eligible Shareholder
Encumbrance
Event of Default
Fair Market Value
Financial Year
Founding Shareholders
General Meeting
Government Agency
Independent Director
Independent Expert
Insolvency Event
Institutional Investor
Majority Shareholders
Material Adverse Change
Minority Shareholders
New Securities
Nominee Director
Notice
Ordinary Shares
Parties
Permitted Transfer
Pre-emptive Rights
Proposed Transfer
Related Body Corporate
Related Party
Reserved Matters
Restricted Securities
Security Interest
Shares
Share Capital
Shareholder
Strategic Investor
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer Notice
Valuation Principles
Voting Power
Voting Rights
Definitions
Share Capital
Share Transfers
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
ASX Compliance
Regulatory Compliance
Confidentiality
Non-Competition
Anti-Dilution
Share Issue
Exit Rights
Default
Termination
Dispute Resolution
Representations and Warranties
Assignment
Notices
Governing Law
Severability
Amendment
Entire Agreement
Accession
Related Party Transactions
Costs
Force Majeure
Indemnification
Financial Services
Mining and Resources
Technology
Healthcare
Real Estate
Consumer Goods
Industrial Manufacturing
Telecommunications
Energy
Infrastructure
Retail
Media and Entertainment
Agriculture
Professional Services
Legal
Corporate Governance
Board of Directors
Executive Management
Investor Relations
Compliance
Risk Management
Corporate Affairs
Company Secretariat
Share Registry
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Corporate Lawyer
Legal Counsel
Board Director
Non-Executive Director
Corporate Governance Officer
Investor Relations Manager
Compliance Officer
Risk Manager
Corporate Advisory Manager
Investment Manager
Share Registry Manager
Company Director
Legal Director
Head of Corporate Affairs
Chief Operating Officer
Corporate Development Manager
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