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Shareholder Representative Agreement Template for Ireland

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Key Requirements PROMPT example:

Shareholder Representative Agreement

"I need a Shareholder Representative Agreement for my Irish tech startup, where we're appointing a professional representative to act on behalf of our 12 angel investors effective March 1, 2025; the representative needs full voting rights but with quarterly reporting obligations to the investors."

Document background
The Shareholder Representative Agreement is a crucial document in Irish corporate governance, typically used when multiple shareholders wish to appoint a single representative to act on their behalf in corporate matters. This arrangement is particularly common in companies with diverse shareholding structures, institutional investors, or in situations requiring coordinated shareholder action. The agreement, governed by Irish law and compliant with the Companies Act 2014, provides detailed provisions for the appointment, powers, duties, and limitations of the representative. It includes essential elements such as voting procedures, reporting requirements, fee structures, and liability provisions. The document becomes particularly relevant in scenarios involving shareholder activism, corporate restructuring, or when dealing with cross-border shareholdings where centralized representation is beneficial.
Suggested Sections

1. Parties: Identification of the appointing shareholders and the appointed representative

2. Background: Context of the appointment and relevant details about the company and shareholding structure

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Appointment and Term: Formal appointment of the representative and duration of the appointment

5. Powers of the Representative: Scope of authority and specific powers granted to the representative

6. Duties and Responsibilities: Core obligations and responsibilities of the representative

7. Voting Rights and Instructions: Procedures for exercising voting rights and receiving shareholder instructions

8. Reporting and Communication: Requirements for keeping shareholders informed and communication protocols

9. Fees and Expenses: Compensation structure and reimbursement of expenses

10. Liability and Indemnification: Limitations of liability and indemnification provisions

11. Confidentiality: Obligations regarding confidential information

12. Termination: Circumstances and procedures for ending the agreement

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Conflicts of Interest: Procedures for handling potential conflicts of interest - included when the representative may have multiple roles or representations

2. Sub-delegation: Terms for appointing substitute representatives - needed when allowing the representative to delegate powers

3. Multiple Classes of Shares: Special provisions for representing different share classes - included when multiple share classes are involved

4. Electronic Communications: Provisions for electronic voting and communications - relevant for listed companies or when specifically requested

5. Insurance Requirements: Obligations to maintain professional insurance - included for high-value representations or when required by shareholders

6. Special Corporate Actions: Procedures for mergers, acquisitions, or other major corporate events - included when such events are anticipated

Suggested Schedules

1. Schedule 1: Form of Appointment: Formal documentation of the appointment including any filing requirements

2. Schedule 2: Scope of Authority: Detailed list of specific powers and limitations of the representative

3. Schedule 3: Fee Schedule: Detailed breakdown of fees, expenses, and payment terms

4. Schedule 4: Voting Procedures: Detailed procedures for voting and shareholder instructions

5. Schedule 5: Shareholder Information: Details of the appointing shareholders and their holdings

6. Schedule 6: Communication Protocols: Specific procedures and timeframes for various types of communications

7. Appendix A: Required Notices and Forms: Templates for required notices and standard forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


















































Clauses



































Relevant Industries

Financial Services

Investment Management

Professional Services

Banking

Insurance

Private Equity

Technology

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Retail

Transportation

Mining and Natural Resources

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Affairs

Company Secretariat

Shareholder Relations

Investment Management

Board Secretariat

Risk Management

Corporate Operations

Relevant Roles

Company Secretary

Legal Counsel

Corporate Governance Manager

Compliance Officer

Director of Legal Affairs

Investment Manager

Shareholder Relations Manager

Corporate Affairs Director

Board Director

Chief Legal Officer

Investment Director

Fund Manager

Corporate Governance Officer

Legal Operations 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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