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Stakeholders Agreement
"I need a Stakeholders Agreement for my Australian technology startup that's bringing on two venture capital investors in March 2025, with special attention to protecting intellectual property rights and including provisions for future funding rounds."
1. Parties: Identifies and defines all parties to the agreement, including their legal status and contact details
2. Background: Sets out the context and purpose of the agreement, including business history and stakeholders' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Company Structure and Governance: Outlines the company's structure, management framework, and decision-making processes
5. Shareholders Rights and Obligations: Details the rights, responsibilities, and obligations of all stakeholders
6. Share Capital and Funding: Addresses share structure, classes of shares, and future funding arrangements
7. Decision Making and Reserved Matters: Specifies voting rights and matters requiring special majority or unanimous consent
8. Board of Directors: Details board composition, appointment process, and directors' powers and duties
9. Meetings and Resolutions: Procedures for shareholder and board meetings, including notice requirements and voting
10. Distribution Policy: Sets out policies for dividends and other distributions to stakeholders
11. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including pre-emptive rights
12. Exit Provisions: Mechanisms for stakeholder exit, including drag-along and tag-along rights
13. Dispute Resolution: Procedures for resolving disputes between stakeholders
14. Confidentiality: Obligations regarding confidential information and trade secrets
15. General Provisions: Standard contractual terms including notices, amendments, and governing law
1. Intellectual Property Rights: Required when the company owns significant IP or when stakeholders contribute IP to the business
2. Non-Competition and Non-Solicitation: Include when stakeholders have access to sensitive information or customer relationships
3. Management Structure: Needed for companies with complex management arrangements or executive stakeholders
4. Key Performance Indicators: Include when stakeholder rights or obligations are tied to performance metrics
5. Employee Share Schemes: Required when the company has or plans to implement employee share ownership programs
6. Related Party Transactions: Include when stakeholders have other business relationships with the company
7. International Operations: Required for companies operating across multiple jurisdictions
8. Dead Lock Resolution: Important for companies with equal shareholdings or voting rights
9. Minority Protection Rights: Include when there are significant minority stakeholders requiring additional protection
1. Schedule 1 - Company Details: Corporate information, share structure, and current stakeholders
2. Schedule 2 - Initial Business Plan: Current business plan and strategic objectives
3. Schedule 3 - Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4 - Share Transfer Procedures: Detailed procedures and forms for share transfers
5. Schedule 5 - Deed of Accession: Template for new stakeholders joining the agreement
6. Schedule 6 - Valuation Methods: Agreed methods for valuing shares in various circumstances
7. Schedule 7 - Key Personnel: Details of key management and their roles
8. Appendix A - Share Certificate Template: Template for issuing share certificates
9. Appendix B - Meeting Procedures: Detailed procedures for conducting meetings
Authors
Technology and Software
Professional Services
Manufacturing
Retail and Consumer Goods
Healthcare and Medical
Financial Services
Real Estate and Property
Mining and Resources
Agriculture
Education and Training
Construction and Engineering
Media and Entertainment
Hospitality and Tourism
Transport and Logistics
Energy and Utilities
Legal
Corporate Governance
Executive Leadership
Board of Directors
Company Secretariat
Compliance
Finance
Investment Relations
Risk Management
Strategic Planning
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Company Director
Company Secretary
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Private Equity Manager
Business Development Director
Chairman of the Board
Non-Executive Director
Chief Operations Officer
Compliance Officer
Corporate Governance Manager
Shareholder Relations Manager
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