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The Private Equity Shareholders Agreement is a fundamental document used in private equity transactions in Australia when a PE fund makes a significant investment in a target company. It governs the relationship between the PE investor(s), existing shareholders, and the company, establishing clear rights, obligations, and protections for all parties. The agreement is essential for investments where the PE fund seeks significant control or influence over the company while providing existing shareholders with certain protections. It must comply with Australian corporate law requirements, particularly the Corporations Act 2001, and typically includes provisions for governance, share transfers, exit mechanisms, and minority protections. This document is crucial for ensuring alignment between shareholders and protecting the PE fund's investment while facilitating potential exit strategies.

1. Parties: Identifies all parties to the agreement including the company, PE investor(s), and other shareholders

2. Background: Sets out the context of the investment and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Completion and Capital Structure: Details of the investment completion, share classes, and capital structure

5. Governance and Management: Board composition, appointment rights, reserved matters, and management structure

6. Shareholder Rights and Obligations: Key rights and obligations including voting rights, pre-emptive rights, and anti-dilution provisions

7. Financial Matters and Distributions: Dividend policy, funding requirements, and financial reporting obligations

8. Share Transfer Restrictions: Limitations on transfer of shares including lock-up periods and permitted transfers

9. Exit Provisions: Mechanisms for exit including drag-along, tag-along rights, and IPO provisions

10. Information Rights: Requirements for financial reporting, access to information, and audit rights

11. Confidentiality: Obligations regarding confidential information and announcements

12. Non-Compete and Non-Solicit: Restrictions on competitive activities and solicitation

13. Events of Default: Circumstances constituting default and consequences

14. Term and Termination: Duration of the agreement and termination provisions

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law