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Simple Shareholder Agreement
"I need a Simple Shareholder Agreement for my new tech startup with three founding shareholders, including provisions for future investors and a vesting schedule for shares starting January 2025."
1. Parties: Identification of all shareholders and the corporation as parties to the agreement
2. Background: Context of the agreement, including corporation details and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Share Ownership: Current share structure and ownership details
5. Share Transfer Restrictions: Rules governing the transfer of shares, including right of first refusal
6. Management and Decision Making: Governance structure and voting rights
7. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings
8. Directors: Appointment and removal of directors
9. Dispute Resolution: Process for resolving conflicts between shareholders
10. Confidentiality: Protection of company and shareholder confidential information
11. Term and Termination: Duration of agreement and circumstances for termination
12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Drag-Along Rights: Used when majority shareholders want the right to force minority shareholders to join in the sale of the company
2. Tag-Along Rights: Used to protect minority shareholders by allowing them to join in the sale of shares by majority shareholders
3. Pre-emptive Rights: Include when shareholders should have the right to maintain their percentage ownership by participating in new share issuances
4. Non-Competition and Non-Solicitation: Include when shareholders should be restricted from competing or soliciting employees/customers
5. Death and Disability Provisions: Include provisions for share transfer upon death or disability of shareholders
6. Dividend Policy: Include when specific dividend distribution rules need to be established
7. Share Valuation Method: Include when a specific method for valuing shares needs to be established for various transfer scenarios
1. Schedule A - Current Share Ownership: Detailed breakdown of current shareholdings and share classes
2. Schedule B - Share Transfer Form: Standard form for executing share transfers
3. Schedule C - Deed of Adherence: Form for new shareholders to sign agreeing to be bound by the agreement
4. Schedule D - Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Schedule E - Company Information: Corporate details including registration number, registered office, and directors
6. Appendix 1 - Share Valuation Rules: Detailed methodology for share valuation
7. Appendix 2 - Meeting Procedures: Detailed procedures for shareholder and director meetings
Authors
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Financial Services
Media and Entertainment
Agriculture
Construction
Education
Energy
Transportation and Logistics
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Administrative
Corporate Affairs
Investment Relations
Finance
Business Development
CEO
CFO
Company Secretary
Corporate Lawyer
Legal Counsel
Board Director
Managing Director
Business Owner
Compliance Officer
Corporate Governance Manager
Legal Administrator
Shareholder Relations Manager
Investment Manager
Business Development Director
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