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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."
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
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
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
Financial Services
Investment Management
Professional Services
Banking
Insurance
Private Equity
Technology
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Retail
Transportation
Mining and Natural Resources
Legal
Corporate Governance
Compliance
Corporate Affairs
Company Secretariat
Shareholder Relations
Investment Management
Board Secretariat
Risk Management
Corporate Operations
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
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