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Director Shareholder Agreement

Director Shareholder Agreement Template for Canada

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for my Canadian technology startup with three founding members who will all serve as directors, including specific provisions for future investor directors and a vesting schedule for shares starting March 2025."

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Document background
The Director Shareholder Agreement is essential for Canadian private corporations where shareholders also serve as directors, particularly in closely-held companies. This document becomes crucial when establishing or formalizing the governance structure of a corporation, ensuring clear guidelines for decision-making, share transfers, and dispute resolution. It addresses unique challenges faced by director-shareholders under Canadian corporate law, including their dual roles and responsibilities. The agreement typically includes provisions for corporate governance, share transfers, voting rights, confidentiality, non-competition, and exit strategies, while ensuring compliance with both federal legislation (such as the Canada Business Corporations Act) and applicable provincial corporate laws.
Suggested Sections

1. Parties: Identification of all shareholders and directors who are party to the agreement

2. Background: Context of the agreement, including company details and purpose

3. Definitions: Key terms used throughout the agreement

4. Share Ownership and Transfer Restrictions: Rules governing share transfers, right of first refusal, and transfer restrictions

5. Directors and Officers: Appointment, removal, and duties of directors and officers

6. Corporate Governance: Decision-making processes, voting rights, and board meetings

7. Shareholders Meetings: Procedures for calling and conducting shareholder meetings

8. Financial Matters: Dividend policy, financial reporting, and capital contributions

9. Confidentiality: Protection of company and shareholder confidential information

10. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation

11. Dispute Resolution: Procedures for resolving conflicts between parties

12. Termination: Circumstances and procedures for terminating the agreement

13. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale

3. Shot-Gun Clause: Forced buy-sell mechanism for resolving deadlocks

4. Management Rights: Special provisions for shareholders involved in day-to-day management

5. Intellectual Property: Provisions dealing with IP ownership and development

6. Death and Disability: Procedures for handling shares upon death or disability of shareholders

7. Insurance Requirements: Mandatory insurance coverage for directors and key shareholders

8. Employee Share Ownership: Provisions for employee share ownership plans

9. Family Trust Provisions: Special provisions for shares held in family trusts

Suggested Schedules

1. Schedule A - Share Capital: Details of authorized and issued share capital

2. Schedule B - Current Directors and Officers: List of current directors and officers with their positions

3. Schedule C - Shareholders List: Current shareholders and their shareholdings

4. Schedule D - Reserved Matters: List of decisions requiring special approval

5. Schedule E - Valuation Formula: Agreed method for valuing shares

6. Schedule F - Form of Share Transfer Notice: Standard form for share transfer notifications

7. Appendix 1 - Board Resolution Templates: Standard templates for common board resolutions

8. Appendix 2 - Consent to Act as Director: Standard form for director consent

9. Appendix 3 - Deed of Adherence: Template for new shareholders joining the agreement

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions


















































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Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Construction

Agriculture

Mining

Energy

Transportation

Media and Entertainment

Hospitality

Education

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Corporate Secretariat

Compliance

Finance

Risk Management

Relevant Roles

Chief Executive Officer

Company Director

Board Member

Corporate Secretary

Chief Financial Officer

Managing Director

Executive Director

Chairman of the Board

Company President

Vice President

General Counsel

Corporate Lawyer

Compliance Officer

Chief Operating Officer

Business Owner

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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