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Share Purchase And Shareholders Agreement Template for Australia

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Key Requirements PROMPT example:

Share Purchase And Shareholders Agreement

"I need a Share Purchase and Shareholders Agreement for a technology startup where three founding shareholders are selling 30% of their shares to a venture capital investor, with specific provisions for future funding rounds and protection of intellectual property rights."

Document background
The Share Purchase and Shareholders Agreement is a vital document used in Australian business transactions where parties seek to document both the purchase of company shares and establish the ongoing relationship between shareholders. It is particularly relevant in private company contexts, including business acquisitions, investment rounds, and corporate restructuring. The agreement serves multiple purposes: it documents the terms of the share transfer, establishes corporate governance mechanisms, protects shareholder rights, and sets out procedures for future share dealings. This document must comply with Australian corporate law requirements and is often used in conjunction with due diligence processes and other transaction documents. The agreement is essential for both immediate transaction purposes and long-term business relationships, making it a cornerstone document in corporate governance.
Suggested Sections

1. Parties: Identification of all parties including the seller(s), purchaser(s), company, and any guarantors

2. Background: Context of the transaction, current ownership structure, and purpose of the agreement

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Sale and Purchase of Shares: Core transaction terms including purchase price, payment terms, and completion mechanics

5. Completion: Details of the completion process, timing, and obligations of each party

6. Warranties and Representations: Seller's warranties about the shares, company, and business

7. Company Management: Board composition, appointment rights, and decision-making processes

8. Shareholder Rights and Obligations: Voting rights, dividend policy, and general shareholder obligations

9. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

10. Confidentiality: Protection of company and transaction confidential information

11. Dispute Resolution: Process for resolving disputes between shareholders

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

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when minority shareholder protection or exit mechanisms are required

2. Put and Call Options: Include when specific share transfer options are agreed between shareholders

3. Non-Compete and Non-Solicitation: Include when protection against competition from selling shareholders is needed

4. Intellectual Property Rights: Include when IP is a significant company asset requiring specific protection

5. Employee Share Schemes: Include when the company has or plans to implement employee share schemes

6. Dead-Lock Resolution: Include when there are equal shareholdings or voting rights

7. Business Plan and Budget: Include when specific business objectives and financial planning need to be agreed

8. Additional Funding Provisions: Include when future capital requirements are anticipated

Suggested Schedules

1. Share Capital Details: Current and post-completion share capital structure

2. Warranties: Detailed list of seller warranties and representations

3. Company Information: Key company details including assets, contracts, and employees

4. Completion Requirements: Detailed list of completion deliverables and requirements

5. Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Form of Deed of Adherence: Template for new shareholders joining the agreement

7. Business Plan: Initial business plan and budget (if applicable)

8. Disclosed Matters: List of matters disclosed against the warranties

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




















































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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Mining and Resources

Agriculture

Media and Entertainment

Construction

Transportation and Logistics

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Board of Directors

Compliance

Corporate Secretariat

Investment

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Managing Director

Business Development Manager

Investment Manager

Private Equity Manager

Venture Capital Manager

Company Director

Board Member

Compliance Officer

Corporate Development Manager

Mergers & Acquisitions 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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