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Shareholder Settlement Agreement Template for New Zealand

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Key Requirements PROMPT example:

Shareholder Settlement Agreement

"I need a Shareholder Settlement Agreement to document the exit of a minority shareholder from our tech startup, including a share buyback by the company and mutual releases, with completion scheduled for March 2025."

Document background
The Shareholder Settlement Agreement is a crucial document used when shareholders need to formally resolve disputes, restructure their relationships, or implement significant changes in shareholding arrangements within a New Zealand company. This document becomes necessary in various situations, including shareholder disputes, company restructuring, buyouts, or when implementing exit arrangements. It typically includes detailed provisions for share transfers, financial settlements, mutual releases, and ongoing obligations, all while ensuring compliance with New Zealand corporate law, particularly the Companies Act 1993 and relevant securities legislation. The agreement serves as a comprehensive record of the settlement terms and provides a legally binding framework for implementing the agreed changes in shareholding or resolving disputes between shareholders.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including full legal names, addresses, and registration numbers for companies

2. Background: Sets out the context of the dispute or circumstances leading to the settlement, including current shareholding positions

3. Definitions: Defines key terms used throughout the agreement

4. Settlement Terms: Core section detailing the agreed settlement arrangements, including any share transfers, payments, or other considerations

5. Release and Discharge: Mutual releases from claims and obligations related to the settled matters

6. Confidentiality: Provisions regarding confidentiality of the settlement terms and related information

7. Tax Matters: Addresses tax implications and responsibilities regarding the settlement

8. Costs: Allocation of legal and other costs related to the dispute and settlement

9. Binding Effect: Confirms the agreement binds parties and their successors/assigns

10. Governing Law: Specifies New Zealand law as governing law and jurisdiction

11. Execution: Formal execution provisions and signing blocks

Optional Sections

1. Non-Disparagement: Used when there's a need to prevent parties from making negative statements about each other post-settlement

2. Continuing Obligations: Include when certain obligations between shareholders will continue post-settlement

3. Share Transfer Mechanics: Required if the settlement involves transfer of shares between parties

4. Board Composition: Include when settlement affects board representation rights

5. Future Operation: Used when settlement includes agreements about future company operations

6. Restraint of Trade: Include when settling shareholders will be restricted from competing activities

7. Announcements: Required for public companies or when public statements need to be coordinated

8. Shareholder Rights: Include when settlement modifies existing shareholder rights

9. Dispute Resolution: Optional alternative dispute resolution mechanisms for future disputes

Suggested Schedules

1. Schedule 1: Current Shareholding: Details of current shareholding structure pre-settlement

2. Schedule 2: Settlement Payments: Payment amounts, timing, and mechanics of any financial settlement

3. Schedule 3: Share Transfer Details: Specific details of any share transfers including timing and valuation

4. Schedule 4: Claims List: List of specific claims being settled and released

5. Schedule 5: Required Consents: List of third-party consents required for settlement implementation

6. Appendix A: Deed of Release: Form of mutual release document

7. Appendix B: Share Transfer Forms: Required share transfer documentation

8. Appendix C: Board Resolutions: Required company resolutions to implement settlement

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

Technology

Professional Services

Manufacturing

Retail

Healthcare

Real Estate

Financial Services

Agriculture

Mining

Construction

Education

Hospitality

Transport and Logistics

Media and Entertainment

Energy

Relevant Teams

Legal

Corporate Secretariat

Finance

Board of Directors

Executive Leadership

Risk and Compliance

Corporate Development

Investor Relations

Corporate Affairs

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Legal Officer

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Finance Director

Board Director

Company Director

Shareholder Relations Manager

Corporate Governance Manager

Risk Manager

Compliance Officer

Investment Manager

Business Development 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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