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Shareholder Management Agreement
"I need a Shareholder Management Agreement for my Australian technology startup with 5 founding shareholders and 2 incoming venture capital investors, including specific provisions for future funding rounds and anti-dilution protection."
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 of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Share Capital Structure: Details the company's share classes, rights, and current ownership structure
5. Shareholder Rights and Obligations: Outlines fundamental rights and obligations of shareholders
6. Management and Decision Making: Establishes governance structure, voting rights, and decision-making processes
7. Board of Directors: Details board composition, appointment rights, and director duties
8. Share Transfer Restrictions: Sets out restrictions on transfer of shares and process for permitted transfers
9. Pre-emptive Rights: Describes shareholders' rights of first refusal for share transfers
10. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
11. Dispute Resolution: General dispute resolution procedures and jurisdiction
12. Confidentiality: Obligations regarding company and shareholder confidential information
13. Term and Termination: Duration of agreement and circumstances for termination
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in sale
3. Put and Call Options: Optional share purchase rights in specific circumstances
4. Non-Compete and Non-Solicitation: Optional restrictions on competitive activities, used when shareholders are active in the business
5. Dividend Policy: Optional section detailing specific dividend distribution policies
6. Share Valuation Mechanism: Optional detailed methodology for share valuation in various circumstances
7. Intellectual Property Rights: Optional provisions for IP ownership and licensing when relevant to the business
8. Management Shareholders Provisions: Optional provisions for shareholders who are also employees/managers
9. Exit Strategy: Optional procedures for company sale or IPO
10. Anti-Dilution Protection: Optional provisions protecting shareholders from dilution in future share issues
1. Schedule 1 - Company Details: Detailed company information including ACN, registered office, and share capital structure
2. Schedule 2 - Shareholder Details: List of all shareholders with their shareholdings and contact information
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4 - Share Transfer Procedures: Detailed procedures and forms for share transfers
5. Schedule 5 - Deed of Accession: Template for new shareholders to join the agreement
6. Schedule 6 - Company Constitution: Copy of or reference to the company's constitution
7. Schedule 7 - Valuation Rules: Detailed share valuation methodologies and procedures
8. Schedule 8 - Business Plan: Initial or current business plan (if applicable)
9. Appendix A - Share Certificate Template: Template for share certificates
10. Appendix B - Board Resolution Templates: Standard templates for common board resolutions
Authors
Technology
Professional Services
Manufacturing
Retail
Healthcare
Real Estate
Financial Services
Mining and Resources
Agriculture
Construction
Media and Entertainment
Education
Transportation and Logistics
Energy and Utilities
Legal
Corporate Governance
Company Secretariat
Board of Directors
Executive Leadership
Compliance
Finance
Investor Relations
Corporate Affairs
Risk Management
Chief Executive Officer
Company Secretary
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Managing Director
Board Director
Shareholder Relations Manager
Investment Manager
Corporate Governance Officer
Compliance Officer
Business Development Director
Company Director
Private Equity Manager
Venture Capital Manager
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