Shareholder Agreement Appointing a Director

A very detailed Shareholders Agreement that allows a shareholder to appoint a director, loans to the company by shareholders, and restricts decision making parameters of executive directors to parameters listed in a schedule to the agreement. Executive directors are required to disclose pre-existing commercial interests and an attached schedule lists issues requiring special majority resolution approval. A very detailed shareholders agreement suitable for large commercial enterprises where there may be one or more large investors who may not have involvement in day to day running of the company. This agreement contemplates many detailed aspects of the running of a company. This agreement contains the following clauses:

• Conditions Precedent
• Establishment of the Company and capitalisation
• Objects of the Company and basic duties of the parties
• Structure of Company
• Powers of decision
• Finance, insurance, records etc
• Additional obligations, indemnities, and guarantees
• Share issues
• Restrictions on transfer of Shares
• Third party offers
• Compulsory offer of Shares
• Confidentiality and announcements
• Protection of the business
• Dispute resolution
• Notices
• Miscellaneous
• Definitions and interpretation

29 pages long.