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Pre Emption Rights In Shareholders Agreement

Pre Emption Rights In Shareholders Agreement Template for Ireland

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Key Requirements PROMPT example:

Pre Emption Rights In Shareholders Agreement

"I need a Pre-Emption Rights In Shareholders Agreement for my Irish tech startup with 5 founding shareholders, including provisions for future investment rounds planned for March 2025 and specific valuation mechanisms for share transfers between founders."

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Document background
The Pre-Emption Rights In Shareholders Agreement is a fundamental document for Irish private companies seeking to maintain control over share ownership and transfers. This agreement becomes essential when companies want to protect existing shareholders' interests and maintain a balanced ownership structure. It is particularly relevant for startups, family businesses, and closely-held companies operating under Irish law where maintaining control over share transfers is crucial. The document details the process for share transfers, including valuation methods, timeframes, and procedures compliant with Irish corporate law. It typically works in conjunction with the company's constitution and is designed to prevent unwanted third parties from acquiring shares while ensuring existing shareholders have priority in acquiring available shares.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Fair Value', 'Transfer Notice', 'Offered Shares'

4. Pre-emption Rights on Transfer: Core provisions detailing shareholders' rights of first refusal on share transfers

5. Transfer Notice Procedure: Process for issuing and responding to transfer notices

6. Valuation Mechanism: Method for determining the fair value of shares subject to pre-emption

7. Completion of Transfer: Procedures and timeframes for completing share transfers

8. Default Provisions: Consequences of failing to comply with pre-emption provisions

9. Permitted Transfers: Transfers exempt from pre-emption rights (e.g., to family members or affiliated companies)

10. General Meeting and Board Approval: Requirements for corporate approvals of transfers

11. Notices: Communication requirements and procedures

12. Governing Law and Jurisdiction: Specification of Irish law and jurisdiction

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales

2. Drag-Along Rights: Include when majority shareholders may need to force minorities to join in a sale

3. Different Share Classes: Include when company has multiple share classes with different pre-emption rights

4. New Share Issues: Include pre-emption rights for new share issuances if not covered in articles

5. Death/Incapacity Provisions: Include specific procedures for transfers upon death or incapacity

6. Expert Determination: Include detailed dispute resolution mechanism for share valuation

7. Put and Call Options: Include when shareholders want rights to force purchase/sale in specific circumstances

Suggested Schedules

1. Schedule 1: Current Shareholding Structure: Details of existing shareholders and their shareholdings

2. Schedule 2: Form of Transfer Notice: Standard form for shareholders to use when initiating a share transfer

3. Schedule 3: Deed of Adherence: Form for new shareholders to sign up to the agreement

4. Schedule 4: Valuation Procedures: Detailed procedures for share valuation, including appointment of valuers

5. Schedule 5: Permitted Transfers Framework: Detailed criteria and procedures for permitted transfers

6. Schedule 6: Share Transfer Form: Standard form for executing share transfers

7. Appendix A: Company's Articles of Association: Current articles showing interaction with pre-emption provisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Retail

Healthcare

Real Estate

Construction

Energy

Media and Entertainment

Agriculture

Transportation and Logistics

Education

Hospitality

Telecommunications

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Board of Directors

Company Secretariat

Compliance

Corporate Affairs

Investment

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Managing Director

Board Director

Shareholder

Investment Manager

Corporate Governance Officer

Compliance Officer

Finance Director

Business Development Director

Company Founder

Private Equity 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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