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Pre Emption Rights In Shareholders Agreement Template for Australia

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Key Requirements PROMPT example:

Pre Emption Rights In Shareholders Agreement

"Need a Pre-Emption Rights In Shareholders Agreement for our tech startup by March 2025, with specific provisions for different share classes and venture capital investors, ensuring existing shareholders maintain proportional ownership during future funding rounds."

Document background
Pre-Emption Rights In Shareholders Agreement is a crucial document for Australian private companies seeking to maintain control over their shareholder base and protect existing shareholders' interests. This document is typically implemented when establishing a new company, during corporate restructuring, or when updating existing shareholder arrangements. It ensures existing shareholders have the first opportunity to purchase shares before they can be sold to outside parties, helping maintain the desired ownership structure and prevent unwanted third-party entry. The agreement must comply with Australian corporate law, particularly the Corporations Act 2001, and includes detailed mechanisms for share valuation, transfer procedures, and timeframes. It's especially vital for startups, family businesses, and closely-held companies where maintaining control over share ownership is paramount.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, existing shareholding structure, and purpose of pre-emption rights

3. Definitions and Interpretation: Key terms including 'Shares', 'Transfer Notice', 'Fair Market Value', 'Offering Shareholder', etc.

4. Pre-emption Rights: Core provisions establishing shareholders' right of first refusal on share transfers

5. Transfer Notice Requirements: Process and content requirements for notifying intention to transfer shares

6. Acceptance Process: Timeframes and procedures for accepting or declining pre-emption rights

7. Valuation Mechanism: Method for determining share price and appointment of valuers

8. Payment Terms: Timeline and method for payment of share purchase price

9. Completion of Transfer: Process for executing share transfers and updating company records

10. Default Provisions: Consequences of failing to comply with pre-emption requirements

11. Permitted Transfers: Exceptions to pre-emption rights (e.g., transfers to family members or related entities)

12. General Provisions: Standard contract clauses including governing law, notices, and amendment procedures

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders need power to force minorities to join in a sale

3. Foreign Investment Compliance: Include when foreign shareholders are involved or anticipated

4. Different Share Classes: Include when company has multiple share classes with different pre-emption rights

5. Expert Determination: Include when requiring specific dispute resolution for valuation disagreements

6. Right of First Offer: Include when requiring selling shareholders to first offer shares before seeking external buyers

7. Put and Call Options: Include when shareholders want rights to force purchase/sale in specific circumstances

Suggested Schedules

1. Transfer Notice Form: Template for shareholders to notify intention to transfer shares

2. Acceptance Form: Template for accepting pre-emptive rights offer

3. Current Shareholding Structure: Table showing existing share ownership and classes

4. Deed of Adherence: Template for new shareholders to agree to the pre-emption provisions

5. Valuation Procedures: Detailed process for share valuation including appointing valuers

6. Permitted Transfer Procedures: Detailed procedures for executing permitted transfers

7. Share Certificate Form: Template for new share certificates following transfers

Authors

Alex Denne

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

Relevant legal definitions















































Clauses






























Relevant Industries

Technology and Startups

Professional Services

Manufacturing

Retail and Consumer

Healthcare

Financial Services

Real Estate

Media and Entertainment

Energy and Resources

Agriculture

Family Business

Private Equity

Venture Capital

Relevant Teams

Legal

Corporate Governance

Company Secretariat

Board of Directors

Executive Management

Finance

Compliance

Shareholder Relations

Investment

Corporate Affairs

Relevant Roles

Chief Executive Officer

Company Director

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Managing Director

Board Member

Shareholder Relations Manager

Investment Manager

Corporate Governance Officer

Compliance Officer

Business Development Director

Finance Director

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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