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Business Shares Agreement
"I need a Business Shares Agreement for the sale of 30% of ordinary shares in my Irish tech startup to a venture capital investor, with drag-along rights and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of all parties to the agreement, including the company, selling shareholders, and purchasing shareholders
2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including conditions precedent
6. Representations and Warranties: Standard warranties about share ownership, authority to sell, and company status
7. Share Rights and Restrictions: Details of the rights attached to the shares and any restrictions on transfer
8. Corporate Governance: Key decision-making processes and shareholder voting rights
9. Confidentiality: Obligations regarding confidential information and announcement restrictions
10. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Pre-emption Rights: Used when existing shareholders should have first right to purchase shares being transferred
2. Tag-Along and Drag-Along Rights: Include when minority shareholder protection or majority forced sale rights are required
3. Share Valuation: Include when specific valuation mechanisms need to be agreed for future share transfers
4. Non-Competition and Non-Solicitation: Include when selling shareholders need to be restricted from competing activities
5. Regulatory Compliance: Include when the transaction requires specific regulatory approvals or compliance measures
6. Dividend Policy: Include when specific dividend distribution rules need to be established
7. Dead-lock Resolution: Include when specific mechanisms for resolving shareholder disputes are needed
1. Schedule 1: Share Details: Details of the shares being transferred, including share certificates numbers and share class information
2. Schedule 2: Warranties: Detailed list of warranties given by the selling shareholders and the company
3. Schedule 3: Company Information: Key company information including assets, liabilities, and material contracts
4. Schedule 4: Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5: Reserved Matters: List of decisions requiring special shareholder approval
6. Appendix A: Share Certificate: Pro forma share certificate
7. Appendix B: Board Resolutions: Pro forma board resolutions approving the share transfer
Authors
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Energy
Transportation
Agriculture
Construction
Media and Entertainment
Telecommunications
Education
Hospitality
Legal
Finance
Corporate Governance
Compliance
Board of Directors
Executive Management
Corporate Development
Investment
Company Secretariat
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Investment Director
Finance Director
Managing Director
Board Director
Compliance Officer
Corporate Governance Manager
Business Development Director
Investment Manager
Shareholder Relations Manager
Corporate Finance Manager
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