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Shareholder Contract
"I need a Shareholder Contract for a New Zealand technology startup with three founding shareholders who will all be active in the business, including specific provisions for intellectual property protection and a vesting schedule for shares starting from March 2025."
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
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Share Capital and Shareholdings: Details current shareholding structure and share classes
5. Shareholders' Rights and Obligations: Outlines fundamental rights and responsibilities of shareholders
6. Management and Decision Making: Establishes governance structure and decision-making processes
7. Board of Directors: Details board composition, appointment process, and directors' duties
8. Share Transfers: Sets out rules and restrictions for transferring shares
9. Pre-emptive Rights: Establishes shareholders' rights of first refusal for share transfers
10. Dividend Policy: Outlines principles and procedures for dividend distributions
11. Confidentiality: Establishes obligations regarding company and shareholder confidential information
12. Dispute Resolution: Details procedures for resolving shareholder disputes
13. Term and Termination: Specifies agreement duration and termination circumstances
14. General Provisions: Includes standard boilerplate clauses such as notices, amendments, and governing law
1. Tag-Along Rights: Gives minority shareholders the right to join in sale of shares by majority shareholders
2. Drag-Along Rights: Allows majority shareholders to force minorities to join in sale of company
3. Death/Incapacity Provisions: Procedures for handling shares upon death or incapacity of shareholders
4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with company or poaching employees
5. Intellectual Property Rights: Provisions regarding ownership and protection of company IP
6. Good/Bad Leaver Provisions: Different treatment of shares based on circumstances of shareholder departure
7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
8. Deadlock Resolution: Additional mechanisms for resolving serious management deadlocks
9. Financial Support Obligations: Requirements for shareholders to provide additional funding if needed
1. Schedule 1: Company Details: Details of company registration, share capital, and current shareholdings
2. Schedule 2: Reserved Matters: List of decisions requiring special majority or unanimous approval
3. Schedule 3: Share Valuation Methodology: Agreed method for calculating share value for transfers
4. Schedule 4: Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule 5: Business Plan: Initial or current business plan (if applicable)
6. Schedule 6: Share Transfer Notice: Template for notifying intent to transfer shares
7. Appendix A: Company Constitution: Copy of or reference to the company's constitution
8. Appendix B: Board Charter: Detailed governance procedures and board responsibilities
Authors
Board
Business
Business Day
Business Plan
Companies Act
Company
Confidential Information
Constitution
Director
Encumbrance
Fair Market Value
Financial Year
Good Leaver
Bad Leaver
Group
Insolvency Event
Intellectual Property Rights
Management
Material Breach
Ordinary Resolution
Original Shareholders
Parties
Permitted Transferee
Pre-emptive Rights
Related Company
Reserved Matters
Share Transfer Notice
Shareholders
Shares
Special Resolution
Subsidiary
Tag-Along Rights
Drag-Along Rights
Transfer
Valuation Date
Working Day
Definitions
Share Capital
Share Transfer
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Directors' Appointment
Shareholder Meetings
Voting Rights
Reserved Matters
Management Rights
Dividend Policy
Funding Obligations
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Good/Bad Leaver
Dispute Resolution
Deadlock Resolution
Exit Provisions
Share Valuation
Death and Incapacity
Warranties
Assignment
Amendments
Notices
Governing Law
Termination
Force Majeure
Severability
Entire Agreement
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Agriculture
Financial Services
Construction
Education
Hospitality
Transportation
Media and Entertainment
Energy
Mining
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Risk Management
Corporate Affairs
Investment Relations
Company Secretariat
Chief Executive Officer
Company Director
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Board Member
Compliance Officer
Investment Manager
Business Development Manager
Corporate Governance Officer
Shareholder Relations Manager
Risk Manager
General Counsel
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