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Shareholders Agreement And Share Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Shareholders Agreement And Share Purchase Agreement

"I need a Shareholders Agreement and Share Purchase Agreement for an Irish technology startup where three founding shareholders are selling 25% of their shares to a venture capital investor, with specific provisions for board representation and anti-dilution protection."

Document background
The Shareholders Agreement And Share Purchase Agreement is a crucial document in Irish corporate law that serves two primary purposes: facilitating the transfer of shares and establishing the framework for shareholder relationships. It is typically used when new shareholders are entering a company or existing shareholders are restructuring their holdings. The document combines the immediate transaction aspects of share transfer (including price, payment terms, and warranties) with long-term governance provisions (such as shareholder rights, company management, and exit mechanisms). This dual-purpose agreement is particularly important in private companies where shares are not freely transferable and shareholder relationships need careful regulation. Under Irish law, it must comply with the Companies Act 2014 and related legislation, while also addressing specific requirements for share transfers, including stamp duty considerations and corporate governance standards.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new shareholders

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

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase of Shares: Details of the shares being sold, purchase price, and payment terms

5. Completion: Timing and mechanics of the share transfer, including conditions precedent and completion obligations

6. Warranties and Representations: Warranties given by sellers regarding the shares and company status

7. Share Capital and Further Issues: Structure of share capital and process for issuing new shares

8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights

9. Management and Decision Making: Corporate governance provisions including board composition and shareholder voting rights

10. Reserved Matters: Decisions requiring special shareholder approval

11. Information Rights: Shareholders' rights to company information and financial reports

12. Dividend Policy: Agreement on distribution of profits

13. Confidentiality: Obligations regarding confidential information

14. Dispute Resolution: Procedures for resolving disputes between shareholders

15. Termination: Circumstances and process for terminating the agreement

16. General Provisions: Standard boilerplate clauses including notices, assignments, and governing law

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders - include when protecting minority interests

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale - include for exit flexibility

3. Share Vesting Provisions: Schedule for earning full rights to shares - include for founder/employee shareholders

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include when protecting company interests

5. Dead-Lock Resolution: Procedures for resolving board or shareholder deadlocks - include for 50/50 ownership structures

6. Put and Call Options: Rights to force purchase/sale of shares - include for exit planning

7. Anti-Dilution Protection: Protection against dilution from new share issues - include for investor protection

8. Director Appointment Rights: Special rights to appoint directors - include for significant shareholders

9. Intellectual Property Rights: Special provisions regarding IP ownership - include for technology companies

Suggested Schedules

1. Schedule 1: Details of the Company: Company information including registered office, directors, share capital structure

2. Schedule 2: Existing Shareholders: List of current shareholders and their shareholdings

3. Schedule 3: Share Purchase Details: Detailed breakdown of shares being purchased and consideration

4. Schedule 4: Warranties: Comprehensive list of warranties given by sellers

5. Schedule 5: Completion Requirements: Detailed list of documents and actions required for completion

6. Schedule 6: Reserved Matters: Detailed list of decisions requiring special approval

7. Schedule 7: Board and Shareholder Meeting Procedures: Detailed procedures for conducting meetings and making decisions

8. Schedule 8: Deed of Adherence: Form of deed for new shareholders to join the agreement

9. Appendix A: Share Certificate Form: Template for share certificates

10. Appendix B: Board Resolutions: Pro-forma board resolutions for completion

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






















































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Relevant Industries

Technology and Software

Financial Services

Professional Services

Manufacturing

Retail and Consumer

Healthcare and Life Sciences

Real Estate

Energy and Utilities

Media and Entertainment

Education

Transportation and Logistics

Agriculture and Food

Construction and Engineering

Telecommunications

Relevant Teams

Legal

Corporate Finance

Executive Leadership

Board of Directors

Compliance

Investment

Corporate Development

Governance

Risk Management

Finance

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Investment Director

Managing Director

Board Director

Shareholder

Private Equity Manager

Venture Capital Investor

Business Development Director

Corporate Finance Manager

Compliance Officer

Risk Manager

Company Director

Financial Controller

Investment Manager

Corporate Development Officer

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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