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Shareholders Agreement And Share Purchase Agreement

Shareholders Agreement And Share Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Shareholders Agreement And Share Purchase Agreement

"I need a Shareholders Agreement and Share Purchase Agreement for my tech startup based in Auckland, where three venture capital firms are purchasing 40% of the company shares in January 2025, requiring provisions for future funding rounds and investor protections."

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Document background
The Shareholders Agreement And Share Purchase Agreement is a crucial document used in New Zealand business transactions where there is both a transfer of shares and an ongoing need to regulate shareholder relationships. It is particularly relevant in situations involving company acquisitions, investment rounds, or restructuring of ownership. The document serves dual purposes: facilitating the immediate share transfer transaction and establishing the framework for future company governance and shareholder interactions. It needs to comply with New Zealand's corporate law framework, particularly the Companies Act 1993, the Financial Markets Conduct Act 2013, and the Contract and Commercial Law Act 2017. This agreement is essential for protecting shareholder interests, ensuring clear governance structures, and providing mechanisms for future share transfers and dispute resolution.
Suggested Sections

1. Parties: Identifies all parties to the agreement including the company, existing shareholders, and new shareholders

2. Background: Sets out the context of the agreement, including company details and purpose of the transaction

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Sale and Purchase of Shares: Details of the share transfer including number of shares, price, and payment terms

5. Completion: Specifies the completion date, pre-completion conditions, and completion obligations

6. Warranties and Representations: Warranties given by the sellers regarding the company and shares

7. Company Management and Operation: Governance structure, board composition, and decision-making processes

8. Shareholders Rights and Obligations: Key rights and obligations of shareholders including voting rights and funding obligations

9. Share Transfer Restrictions: Restrictions on transfer of shares and process for permitted transfers

10. Pre-emptive Rights: Process for offering shares to existing shareholders before external sale

11. Tag-Along and Drag-Along Rights: Mechanisms for minority protection and majority exit rights

12. Dividend Policy: Framework for declaration and payment of dividends

13. Dispute Resolution: Process for resolving disputes between shareholders

14. Confidentiality: Obligations regarding confidential information

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Put and Call Options: Optional mechanisms for forced share transfers, typically used in joint ventures or strategic investments

2. Anti-dilution Rights: Protection for investors against future share issues at lower valuations, relevant for companies planning future capital raises

3. Intellectual Property Rights: Specific provisions for IP ownership and licensing, important for technology companies

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, typically used when sellers remain involved in the industry

5. Management Incentive Schemes: Framework for employee share schemes or options, relevant for companies with management incentive plans

6. Dead Lock Resolution: Specific procedures for resolving board or shareholder deadlocks, important for 50/50 joint ventures

7. Information Rights: Enhanced information access rights for significant minority shareholders

8. Exit Strategy Provisions: Detailed provisions regarding IPO or trade sale processes, important for investment-backed companies

Suggested Schedules

1. Company Details: Details of the company including incorporation, share capital, and current shareholders

2. Share Transfer Details: Specific details of shares being transferred including share numbers, consideration, and payment terms

3. Warranties: Detailed list of warranties given by the sellers

4. Board Reserved Matters: List of decisions requiring board approval

5. Shareholder Reserved Matters: List of decisions requiring shareholder approval

6. Completion Obligations: Detailed list of documents and actions required at completion

7. Form of Deed of Accession: Template for new shareholders to join the agreement

8. Company Business Plan: Current business plan and financial projections

9. Management Structure: Organization chart and key management positions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accession Deed
Accounts
Accounting Standards
Affiliate
Annual Budget
Applicable Law
Appointing Shareholder
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Constitution
Control
Director
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exercise Notice
Fair Market Value
Financial Year
Group
Independent Expert
Intellectual Property Rights
Management
Material Adverse Change
Material Contract
Minority Shareholders
Notice
Ordinary Resolution
Permitted Transferee
Pre-emptive Rights
Purchase Price
Qualifying IPO
Related Company
Related Party Transaction
Reserved Matters
Sale Shares
Sellers
Share Capital
Shareholders
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Warranties
Working Day
Clauses
Interpretation
Definitions
Share Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
New Issues of Shares
Anti-dilution
Put and Call Options
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Default
Deadlock Resolution
Exit Provisions
Termination
Force Majeure
Assignment
Notices
Costs
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Further Assurance
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Agriculture

Construction

Energy

Mining

Education

Hospitality

Transport and Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Finance

Executive Management

Board of Directors

Company Secretariat

Compliance

Corporate Development

Mergers & Acquisitions

Investment

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Investment Director

Managing Director

Board Director

Compliance Officer

Corporate Governance Manager

Mergers & Acquisitions Manager

Investment Manager

Business Development Director

Company Director

Shareholder Relations Manager

Industries
Companies Act 1993: Primary legislation governing company formation, operation, and management in New Zealand. Particularly relevant for share transfers, shareholder rights, director duties, and company administration provisions.
Contract and Commercial Law Act 2017: Governs the formation and enforcement of contracts, including provisions about electronic transactions, contractual mistakes, and remedies for breach of contract.
Financial Markets Conduct Act 2013: Regulates financial markets and securities trading, including requirements for share transfers and disclosure obligations in private company transactions.
Fair Trading Act 1986: Ensures fair trading practices and prohibits misleading conduct in trade. Relevant for warranties and representations in the share purchase agreement.
Income Tax Act 2007: Contains provisions relevant to the tax implications of share transfers and company ownership structures.
Overseas Investment Act 2005: Regulates foreign investment in New Zealand companies, including requirements for overseas persons acquiring shares in New Zealand companies.
Privacy Act 2020: Governs the collection, use, and disclosure of personal information, relevant for due diligence processes and information sharing provisions.
Property Law Act 2007: Contains provisions relevant to security interests and property rights which may affect share transfers and security arrangements.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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