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Shareholder Support Agreement Template for Australia

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Key Requirements PROMPT example:

Shareholder Support Agreement

"I need a Shareholder Support Agreement for our ASX-listed mining company, where three major shareholders (collectively holding 45% of shares) will commit to supporting all board recommendations for corporate actions until March 2025, including potential M&A activities."

Document background
The Shareholder Support Agreement is a crucial document in Australian corporate transactions and governance arrangements, typically used when certain shareholders need to formally commit their support for specific corporate actions or ongoing company initiatives. It's particularly relevant in situations involving takeovers, corporate restructurings, or when securing long-term shareholder backing for strategic decisions. The agreement must comply with Australian corporate law, particularly the Corporations Act 2001, and typically addresses matters such as voting commitments, share transfer restrictions, and support obligations. This document is essential for creating certainty in corporate actions and establishing clear frameworks for shareholder cooperation, while ensuring compliance with Australian regulatory requirements and corporate governance standards.
Suggested Sections

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

2. Background: Sets out the context of the agreement, including the company structure and purpose of the support arrangement

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

4. Support Obligations: Core provisions detailing the nature and extent of shareholder support commitments

5. Voting Arrangements: Specifies how supporting shareholders agree to vote their shares in various circumstances

6. Duration and Termination: Establishes the term of the agreement and circumstances for termination

7. Representations and Warranties: Standard warranties about share ownership, authority to enter agreement, and capacity

8. Confidentiality: Provisions regarding the confidential treatment of agreement terms and related information

9. Notices: Procedures for giving formal notices under the agreement

10. General Provisions: Standard boilerplate clauses including governing law, amendments, and severability

Optional Sections

1. Share Transfer Restrictions: Additional restrictions on transfer of shares by supporting shareholders, used when specific holding periods are required

2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares, included when protecting minority interests

3. Drag-Along Rights: Rights to force minority shareholders to join in sale, included when majority needs exit flexibility

4. Standstill Provisions: Restrictions on acquiring additional shares or seeking control, used in public company contexts

5. Break Fees: Penalties for breach of support obligations, included when additional enforcement mechanisms are needed

6. Director Appointment Rights: Provisions regarding board representation, used when supporters get board seats

7. Pre-emptive Rights: Rights of first refusal on share transfers, included when maintaining existing ownership structure is important

Suggested Schedules

1. Schedule 1 - Shareholder Details: List of supporting shareholders and their respective shareholdings

2. Schedule 2 - Supported Resolutions: Specific resolutions or types of resolutions covered by support obligations

3. Schedule 3 - Form of Deed of Adherence: Template for new shareholders to join the agreement

4. Schedule 4 - Voting Procedures: Detailed procedures for exercising voting rights and providing voting instructions

5. Schedule 5 - Prescribed Matters: List of matters requiring specific voting arrangements or special majorities

6. Appendix A - Company Constitution: Copy of the current constitution of the company

7. Appendix B - Related Agreements: Copies or summaries of related shareholders agreements or voting trust arrangements

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

Financial Services

Mining and Resources

Technology

Real Estate

Infrastructure

Healthcare

Manufacturing

Retail

Energy

Telecommunications

Professional Services

Private Equity

Relevant Teams

Legal

Corporate Finance

Compliance

Corporate Governance

Executive Management

Board Secretariat

Mergers & Acquisitions

Investor Relations

Risk Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Counsel

Corporate Finance Manager

Investment Director

Mergers & Acquisitions Director

Compliance Officer

Board Director

Company Secretary

Shareholder Relations Manager

Corporate Governance Officer

Investment Manager

Legal 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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