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Share Ownership Agreement
"I need a Share Ownership Agreement for a technology startup with three founding shareholders and provision for future employee share ownership, including pre-emptive rights and tag-along rights for minority shareholders."
1. Parties: Identifies and provides details of all shareholders and the company
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Share Ownership Structure: Details the number, class, and value of shares held by each shareholder
5. Shareholders' Rights and Obligations: Outlines voting rights, dividend rights, and general obligations of shareholders
6. Share Transfer Restrictions: Specifies restrictions on transfer of shares and right of first refusal procedures
7. Management and Decision Making: Details governance structure, board composition, and decision-making processes
8. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval
9. Dividend Policy: Sets out the approach to declaring and distributing dividends
10. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
11. Confidentiality: Obligations regarding confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard clauses including notices, governing law, and dispute resolution
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
3. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issues
4. Share Valuation: Methods for valuing shares in various circumstances (include if specific valuation mechanism needed)
5. Non-Compete Provisions: Restrictions on shareholders competing with the company
6. Employee Share Ownership: Special provisions for employee shareholders (if applicable)
7. Founder Provisions: Special rights or obligations of founding shareholders
8. Exit Strategy: Provisions for company sale, IPO, or other exit mechanisms
1. Schedule 1 - Share Capital and Shareholders: Detailed breakdown of share ownership, including share classes and numbers
2. Schedule 2 - Reserved Matters: Comprehensive list of decisions requiring special approval
3. Schedule 3 - Deed of Adherence: Template for new shareholders to agree to be bound by the agreement
4. Schedule 4 - Company Information: Key company details including registration number, registered office, directors
5. Schedule 5 - Share Transfer Procedures: Detailed procedures and forms for share transfers
6. Schedule 6 - Valuation Methodology: Detailed share valuation methods and procedures
7. Appendix A - Board Resolution: Copy of board resolution approving the agreement
8. Appendix B - Shareholders' Resolution: Copy of shareholders' resolution approving the agreement
Authors
Technology
Manufacturing
Financial Services
Real Estate
Retail
Healthcare
Education
Professional Services
Energy
Agriculture
Transportation
Construction
Media and Entertainment
Telecommunications
Mining and Resources
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Corporate Governance
Investor Relations
Board of Directors
Executive Management
Business Development
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Board Director
Compliance Officer
Risk Manager
Corporate Governance Officer
Shareholder Relations Manager
Investment Analyst
Managing Director
Finance Director
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