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Director Shareholder Agreement

Director Shareholder Agreement Template for Australia

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for my technology startup with 4 founding shareholders who are also directors, including specific vesting provisions and enhanced protection for intellectual property rights, planned to be implemented by March 2025."

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Document background
The Director Shareholder Agreement is essential for companies operating in Australia seeking to establish clear governance structures and protect the interests of both directors and shareholders. This document becomes particularly crucial when companies have multiple shareholders or directors, or when transitioning from a simple corporate structure to a more complex one. It addresses key aspects such as share transfers, decision-making processes, dispute resolution, and exit mechanisms, while ensuring compliance with Australian corporate law. The agreement helps prevent potential conflicts by clearly defining roles, responsibilities, and procedures, while providing mechanisms for handling various corporate scenarios such as share transfers, capital raising, and management changes. It should be tailored to specific company needs while maintaining compliance with the Corporations Act 2001 and other relevant Australian legislation.
Suggested Sections

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

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

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

4. Company Management: Details the management structure and decision-making processes

5. Directors' Appointments and Duties: Outlines director appointment procedures, responsibilities, and duties

6. Shareholders' Rights and Obligations: Defines fundamental shareholder rights, voting powers, and obligations

7. Share Capital and Issues: Covers share structure, classes, and procedures for new share issues

8. Transfer of Shares: Sets out the process and restrictions for transferring shares

9. Meetings and Resolutions: Procedures for board and shareholder meetings

10. Financial Matters: Covers dividend policy, funding requirements, and financial management

11. Confidentiality: Protects company and shareholder confidential information

12. Dispute Resolution: Establishes procedures for resolving disputes between parties

13. Termination: Conditions and procedures for terminating the agreement

14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Tag Along and Drag Along Rights: Include when shareholders want protection in case of third-party purchase offers

2. Pre-emptive Rights: Include when existing shareholders should have first right to purchase shares being sold

3. Vesting Provisions: Include when shares are subject to vesting schedules, typically for founder or employee shareholders

4. Dead Lock Provisions: Include when there's potential for equal ownership or voting rights that could lead to deadlocks

5. Non-Compete and Non-Solicitation: Include when restricting directors/shareholders from competing activities is necessary

6. Key Person Insurance: Include when the company relies heavily on specific individuals

7. Intellectual Property Rights: Include when IP ownership and development is significant to the business

8. Good Leaver/Bad Leaver Provisions: Include when different share valuation methods should apply based on circumstances of departure

Suggested Schedules

1. Schedule 1 - Company Details: Contains full corporate information, share capital structure, and current allocations

2. Schedule 2 - Shareholders' Details: Lists all shareholders with their respective shareholdings and contact information

3. Schedule 3 - Reserved Matters: Lists decisions requiring special majority or unanimous approval

4. Schedule 4 - Share Valuation Methods: Details the agreed methods for valuing shares in different circumstances

5. Schedule 5 - Deed of Accession: Template for new shareholders to agree to be bound by the agreement

6. Schedule 6 - Business Plan: Current business plan and strategic objectives

7. Appendix A - Board Resolution Templates: Standard templates for common board resolutions

8. Appendix B - Share Certificate Template: Template for issuing share certificates

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions
























































Clauses







































Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Education

Media and Entertainment

Agriculture

Mining

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Company Secretariat

Compliance

Corporate Affairs

Investor Relations

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Board Member

Company Secretary

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Compliance Officer

Corporate Governance Manager

Board Chairman

Executive Director

Non-Executive Director

Shareholder Representative

Investment Manager

Private Equity Manager

Venture Capital Manager

Corporate Advisory Manager

Industries








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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