The Joint Venture and Shareholders Agreement is a crucial document used when two or more parties wish to establish and operate a joint venture business in New Zealand while clearly defining their rights and obligations as shareholders. This agreement is particularly important in situations where parties bring different expertise, resources, or market access to a venture, requiring careful balance of contributions and control. It combines the operational aspects of a joint venture with shareholder protection mechanisms, making it suitable for both domestic and international business collaborations. The document must comply with New Zealand legislation, particularly the Companies Act 1993, Contract and Commercial Law Act 2017, and relevant securities regulations. It typically includes detailed provisions on governance structure, capital contributions, profit sharing, decision-making processes, share transfer restrictions, and exit mechanisms, while also addressing specific requirements of the joint venture's business sector.
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1. Parties: Identification of all joint venture parties and shareholders, including full legal names and addresses
2. Background: Context of the joint venture formation, business objectives, and parties' intentions
3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules
4. Formation and Business of Joint Venture: Details of joint venture company formation, business scope, and objectives
5. Capital Structure and Funding: Share capital structure, initial contributions, and future funding obligations
6. Governance and Management: Board composition, appointment rights, voting mechanisms, and management structure
7. Shareholder Rights and Obligations: Key rights and obligations of shareholders, including voting rights and capital calls
8. Business Operations: Operational guidelines, business plan requirements, and decision-making processes
9. Transfer of Shares: Share transfer restrictions, pre-emptive rights, and transfer procedures
10. Exit Mechanisms: Procedures for exit including tag-along, drag-along rights, and IPO provisions
11. Deadlock Resolution: Procedures for resolving deadlock situations between shareholders
12. Confidentiality: Protection of confidential information and trade secrets
13. Competition and Restraints: Non-compete and non-solicitation provisions
14. Term and Termination: Duration of agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property Rights: Required when IP is significant to the joint venture, covering ownership, licensing, and development of IP
2. Employee Matters: Include when the JV will have significant employment considerations or transfer of employees
3. Related Party Transactions: Needed when there are significant ongoing dealings with shareholders or their related entities
4. Environmental Compliance: Important for joint ventures in industries with environmental impacts or obligations
5. Foreign Investment Provisions: Required when foreign investment approvals or ongoing compliance is needed
6. Technical Services: Include when shareholders will provide specific technical or operational services to the JV
7. Marketing and Branding: Relevant when use of shareholders' brands or joint marketing efforts are important
8. Dividend Policy: Include when specific dividend distribution rules are required beyond standard provisions
1. Schedule 1 - Company Details: Initial shareholding structure, company details, and registered office
2. Schedule 2 - Business Plan: Initial business plan including strategic objectives and financial projections
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4 - Share Valuation Methodology: Agreed methods for valuing shares for transfers or exits
5. Schedule 5 - Initial Capital Contributions: Details of initial contributions (cash, assets, or services) by each party
6. Schedule 6 - Key Management Positions: Key executive positions and initial appointments
7. Schedule 7 - Deed of Accession: Template for new shareholders joining the agreement
8. Schedule 8 - Related Party Agreements: List and key terms of any related party contracts
9. Appendix A - Company Constitution: Constitution of the joint venture company
10. Appendix B - Completion Requirements: Checklist of items required for completing the joint venture formation
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