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Universal Shareholders Agreement
"I need a Universal Shareholders Agreement for my Australian tech startup that's planning to bring in venture capital investors in March 2025, with specific focus on anti-dilution protection and future funding rounds."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, company structure, and purpose
3. Definitions and Interpretation: Key terms and interpretation rules used throughout the agreement
4. Share Capital Structure: Details of share classes, rights, and current ownership
5. Shareholders' Rights and Obligations: Core rights and duties of shareholders
6. Management and Control: Board composition, appointment rights, and decision-making processes
7. Share Transfer Restrictions: Rules governing the transfer of shares including pre-emptive rights
8. Tag Along and Drag Along Rights: Provisions for minority protection and majority exit rights
9. Dividend Policy: Framework for dividend declarations and distributions
10. Reserved Matters: Decisions requiring special majority or unanimous approval
11. Default Events: Consequences of shareholder breaches or insolvency
12. Dispute Resolution: Procedures for handling disputes between shareholders
13. Confidentiality: Protection of company and shareholder confidential information
14. Term and Termination: Duration of agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-dilution Protection: Protection for existing shareholders against value dilution, typically included for companies planning future capital raises
2. Employee Share Scheme: Framework for issuing shares to employees, needed if company plans to implement such schemes
3. IPO Provisions: Procedures and obligations in case of public listing, included for companies considering future IPO
4. Put and Call Options: Rights to force purchase/sale of shares in specific circumstances, useful for strategic investors
5. Competitor Restrictions: Restrictions on transfers to competitors, important in sensitive industries
6. Special Rights for Majority Shareholders: Additional rights for shareholders above certain thresholds, relevant for concentrated ownership
7. Foreign Investment Provisions: Special provisions for foreign shareholders, required when foreign investors are involved
1. Current Shareholding Structure: Detailed breakdown of current share ownership and classes
2. Deed of Accession: Template for new shareholders to join the agreement
3. Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Company Constitution: Current constitution of the company
5. Valuation Methodology: Agreed method for share valuation in transfers
6. Board Charter: Detailed governance procedures and board operations
7. Key Business Metrics: Important performance indicators and targets
Authors
Affiliate
Agreement
Annual Budget
Board
Business
Business Day
Call Option
Company
Company Constitution
Completion
Confidential Information
Deed of Adherence
Default Event
Default Notice
Director
Drag Along Notice
Drag Along Right
Effective Date
Encumbrance
Event of Default
Exercise Notice
Fair Market Value
Financial Year
Fully Diluted Basis
General Meeting
Group
Independent Expert
Insolvency Event
IPO
Issue Price
Key Personnel
Listing
Majority Shareholders
Material Adverse Change
Member
New Securities
Observer
Ordinary Shares
Parties
Permitted Transfer
Pre-emptive Rights
Prohibited Transfer
Put Option
Related Body Corporate
Related Party
Reserved Matter
ROFR Notice
Securities
Share Capital
Shareholder
Shareholder Loan
Special Resolution
Subsidiary
Tag Along Notice
Tag Along Right
Transfer
Transferor
Valuation Date
Definitions
Share Capital and Structure
Issue of New Securities
Pre-emptive Rights
Share Transfer Restrictions
Permitted Transfers
Tag Along Rights
Drag Along Rights
Put and Call Options
Compulsory Transfer Events
Fair Value Determination
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Confidentiality
Non-Competition
Non-Solicitation
Related Party Transactions
Deadlock Resolution
Default Events
Dispute Resolution
Exit Mechanisms
IPO Provisions
Anti-Dilution Protection
Warranties and Representations
Indemnification
Assignment
Amendments
Notices
Governing Law
Severability
Entire Agreement
Costs and Expenses
Force Majeure
Termination
Technology
Manufacturing
Professional Services
Retail
Healthcare
Mining
Agriculture
Financial Services
Real Estate
Construction
Education
Transport and Logistics
Energy and Utilities
Media and Entertainment
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Corporate Affairs
Investment
Company Secretariat
Risk Management
Chief Executive Officer
Company Director
Chief Financial Officer
General Counsel
Legal Counsel
Company Secretary
Corporate Lawyer
Investment Manager
Business Development Manager
Compliance Officer
Board Member
Managing Director
Shareholder Relations Manager
Corporate Governance Officer
Private Equity Manager
Venture Capital Manager
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