Minority Shareholder Agreement

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Minority Shareholder Agreement

The marginalisation of one shareholder or group of shareholders is called ‘shareholder oppression’. The shareholder oppression claims heard in Australian courts are in situations where a minority shareholder (or shareholders) are being unfairly treated by a larger (and usually a majority) shareholder.

The oppressive conduct provisions of the Corporations Act are commonly used in conjunction with a claim of breach of director’s duty or in bringing an application to wind up the company entirely. Situations in which shareholder oppression occurs may be avoided by using a minority shareholder agreement, particularly in situations where the minority shareholders are making a significant financial contribution to the company.

Minority Shareholder Agreement

Contents

  • 1         DEFINITIONS & INTERPRETATION
  • 1.1      Definitions
  • 1.2      Interpretation
  • 2          APPOINTMENT OF NOMINEE DIRECTORS
  • 3          MAXIMUM NUMBER OF DIRECTORS
  • 4          POWER OF MAJORITY SHAREHOLDERS
  • 4.2      Working Capital
  • 5         PUT OPTION
  • 5.2      Determination of price
  • 5.3      Sale of shares
  • 5.4      Indemnity
  • 5.5      Consent
  • 6         GENERAL PROVISIONS
  • 6.2      Counterparts
  • 6.3      Force majeure
  • 6.4      Further assurance
  • 6.5      Governing law and jurisdiction
  • 6.6      Notices
  • 6.7      Service of notices
  • 6.8      Severability
  • 6.9      Survival  & merger
  • 6.10    Variation
  • 6.11    Waiver
  • 6.12    Warranties and representations
  • 6.13    Whole agreement
  • SCHEDULE 1
  • EXECUTION

Fully formatted precedent in Microsoft word, ready to download edit and use.

11 Pages long.

 

 

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