A New Shareholders Agreement is a vital legal document used when establishing or updating the governance framework for companies with multiple shareholders in Australia. It becomes particularly important when new shareholders are joining a company, during company formation, or when existing shareholders wish to formally document their rights and obligations. The agreement, governed by Australian law and compliant with the Corporations Act 2001, typically includes provisions for share transfers, voting rights, dividend policies, management decisions, dispute resolution, and exit mechanisms. This document is essential for protecting shareholder interests, preventing potential conflicts, and ensuring smooth company operations, while also addressing specific requirements of Australian corporate governance and regulatory frameworks.
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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 principles
4. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contributions
5. Share Capital and Issues: Details about share structure, classes, and procedures for new issues
6. Transfer of Shares: Procedures and restrictions for transferring shares, including pre-emptive rights
7. Company Management: Governance structure, board composition, and decision-making processes
8. Shareholders Meetings: Procedures for calling and conducting shareholder meetings
9. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
10. Dividend Policy: Framework for determining and distributing dividends
11. Confidentiality: Obligations regarding company and shareholder confidential information
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Termination: Circumstances and procedures for terminating the agreement
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Dead Lock Resolution: Specific procedures for resolving deadlock situations in 50/50 ownership structures
4. Put and Call Options: Rights to force purchase/sale of shares in specific circumstances
5. Non-Compete Provisions: Restrictions on shareholders competing with the company
6. Employee Shareholders: Special provisions for shareholders who are also employees
7. Intellectual Property Rights: Specific provisions dealing with IP ownership and licensing
8. Good Leaver/Bad Leaver: Provisions dealing with share disposal when shareholder-employees leave
9. Future Funding Obligations: Commitments and procedures for future capital raising
10. Minority Protection Rights: Additional protections for minority shareholders
1. Schedule 1: Company Details: Details of the company including ACN, registered office, and share capital structure
2. Schedule 2: Shareholder Details: List of shareholders with their shareholdings and contact details
3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4: Share Transfer Process: Detailed procedures and timeframes for share transfers
5. Schedule 5: Deed of Accession: Template deed for new shareholders joining the agreement
6. Schedule 6: Valuation Methodology: Agreed method for valuing shares in various circumstances
7. Schedule 7: Business Plan: Initial business plan and procedures for updates
8. Appendix A: Share Certificate Template: Template for company share certificates
9. Appendix B: Board Resolution Templates: Standard templates for common board resolutions
Relevant legal definitions
Clauses
Relevant Industries
Technology
Professional Services
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Construction
Agriculture
Mining
Energy
Media and Entertainment
Education
Transport and Logistics
Hospitality
Relevant Teams
Legal
Corporate Governance
Board of Directors
Executive Leadership
Finance
Compliance
Corporate Affairs
Risk Management
Company Secretariat
Investor Relations
Relevant Roles
Chief Executive Officer
Company Director
Company Secretary
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Managing Director
Board Member
Compliance Officer
Investment Manager
Corporate Governance Manager
Business Development Manager
Shareholder Relations Manager
Risk Manager
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