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Shareholder Support Agreement Template for Ireland

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Key Requirements PROMPT example:

Shareholder Support Agreement

"I need a Shareholder Support Agreement under Irish law for a technology startup's three major shareholders (holding 75% collectively) to commit to voting in favor of a potential IPO planned for March 2025, including standard transfer restrictions and tag-along rights."

Document background
The Shareholder Support Agreement is a critical document used in Irish corporate transactions and governance arrangements to secure commitments from key shareholders regarding their voting rights and share ownership. It is particularly valuable in scenarios involving potential mergers, acquisitions, corporate restructurings, or when establishing long-term governance frameworks. The agreement, governed by Irish law, typically includes detailed provisions on voting undertakings, share transfer restrictions, and support obligations. It ensures alignment among shareholders for important corporate decisions while complying with Irish corporate law requirements, particularly the Companies Act 2014. This type of agreement is commonly used in both private and public companies, especially when seeking to coordinate shareholder actions or establish stable voting blocks for specific corporate purposes.
Suggested Sections

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

2. Background: Context of the agreement, including company structure and purpose of the support arrangement

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Support Obligations: Core commitments and obligations of the supporting shareholders

5. Voting Undertakings: Specific undertakings regarding how shareholders will exercise their voting rights

6. Transfer Restrictions: Limitations and conditions on the transfer of shares subject to the support agreement

7. Representations and Warranties: Statements of fact and assurances from each party

8. Duration and Termination: Term of the agreement and circumstances under which it can be terminated

9. Confidentiality: Obligations regarding the protection of confidential information

10. Notices: Process and requirements for formal communications between parties

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tag-Along Rights: Optional provisions giving certain shareholders the right to join in the sale of shares by other shareholders

2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in the sale of shares

3. Pre-emptive Rights: Optional provisions giving existing shareholders priority rights to purchase new share issuances

4. Board Appointment Rights: Optional provisions regarding the right to appoint directors to the board

5. Dispute Resolution: Optional detailed procedures for resolving disputes, including mediation or arbitration

6. Non-Compete Provisions: Optional restrictions on shareholders engaging in competing businesses

7. Information Rights: Optional provisions regarding shareholders' rights to receive company information

8. Exit Provisions: Optional mechanisms for coordinated exit or IPO scenarios

Suggested Schedules

1. Schedule 1 - Details of the Company: Company information including registration details, share capital structure, and current directors

2. Schedule 2 - Supporting Shareholders: List of supporting shareholders and their respective shareholdings

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

4. Schedule 4 - Reserved Matters: List of decisions requiring special approval under the agreement

5. Schedule 5 - Voting Procedures: Detailed procedures for exercising voting rights and making decisions

6. Appendix A - Share Transfer Notice: Standard form for notifying proposed share transfers

7. Appendix B - Tag-Along Notice: Standard form for exercising tag-along rights if applicable

8. Appendix C - Power of Attorney: Standard form of power of attorney for voting and transfer purposes

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Energy

Telecommunications

Professional Services

Retail

Infrastructure

Private Equity

Venture Capital

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Development

Investor Relations

Risk Management

Corporate Governance

Executive Leadership

Board Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Compliance Officer

Legal Counsel

Corporate Development Manager

Board Director

Investment Manager

Mergers & Acquisitions Director

Shareholder Relations Manager

Corporate Governance Officer

Risk Manager

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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