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Shareholder Contract
"I need a Shareholder Contract for my Australian technology startup with three co-founders, where we're planning to bring in angel investors by March 2025, so it needs to include provisions for future investment rounds and protect intellectual property rights."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Shareholding Structure: Details current shareholding and share classes
5. Shareholders' Rights and Obligations: Core rights and duties of shareholders
6. Company Management: Governance structure, board composition, and decision-making processes
7. Share Transfer Restrictions: Rules governing the transfer of shares, including pre-emptive rights
8. Issue of New Shares: Process and restrictions for issuing new shares
9. Dividend Policy: Framework for determining and distributing dividends
10. Reserved Matters: Decisions requiring special majority or unanimous approval
11. Default Events: Circumstances constituting default and consequences
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Confidentiality: Obligations regarding company and shareholder confidential information
14. Term and Termination: Duration of agreement and termination provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Included when majority shareholders may need to force minorities to join in a sale
3. Non-Compete Provisions: Required when shareholders are involved in similar businesses or could compete
4. Intellectual Property Rights: Necessary when the company has significant IP assets
5. Employee Share Scheme: Include when the company has or plans to implement employee share ownership
6. Put and Call Options: Used when shareholders want specific rights to buy or sell shares at predetermined terms
7. Dead-Lock Resolution: Important for companies with 50/50 ownership structures
8. Foreign Investment Provisions: Required when foreign shareholders are involved
9. Related Party Transactions: Necessary when shareholders have other business relationships with the company
1. Schedule 1 - Company Details: Details of company registration, share capital, and current directors
2. Schedule 2 - Shareholders' Details: List of shareholders with their shareholdings and contact information
3. Schedule 3 - Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4 - Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
5. Schedule 5 - Business Plan: Initial or current business plan if referenced in agreement
6. Schedule 6 - Deed of Accession: Template for new shareholders to join the agreement
7. Appendix A - Board Charter: Detailed governance procedures and board responsibilities
8. Appendix B - Share Transfer Notice: Template for share transfer notifications
Authors
ASIC
Board
Business
Business Day
Call Option
Company
Completion
Confidential Information
Constitution
Corporations Act
Dead-lock
Default Event
Director
Dispose
Dividend
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
General Meeting
Group
Holding Company
Independent Expert
Insolvency Event
Intellectual Property Rights
Issue Notice
Material Breach
New Securities
Officer
Ordinary Resolution
Ordinary Shares
Original Shareholders
Permitted Transfer
Pre-emptive Rights
Put Option
Related Body Corporate
Related Party
Reserved Matter
Resolution
ROFR Notice
Sale Notice
Secretary
Security Interest
Share Capital
Shareholders
Shareholders Resolution
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer Notice
Valuation Date
Voting Rights
Share Capital and Structure
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Issue of New Shares
Shareholders' Rights and Obligations
Board Composition
Board Meetings
Shareholders' Meetings
Reserved Matters
Management of Company
Financial Matters
Dividend Policy
Information Rights
Non-Competition
Confidentiality
Intellectual Property
Default Events
Deadlock Resolution
Dispute Resolution
Put and Call Options
Exit Provisions
Share Valuation
Related Party Transactions
Representations and Warranties
Term and Termination
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Costs and Expenses
Further Assurance
Counterparts
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Mining and Resources
Agriculture
Construction
Education
Hospitality
Transport and Logistics
Media and Entertainment
Energy
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Corporate Affairs
Company Secretariat
Risk Management
Investor Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Managing Director
Board Director
Shareholder
Investment Manager
Corporate Governance Officer
Compliance Manager
Business Development Director
Finance Director
Company Director
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