Shareholders Agreement – Detailed Governance & Director Control

A general Shareholder Agreement that covers initial funding, further funding, appointment of directors, relations between shareholders and disposal of shares. It contains a formula for the pricing and sale of shares. A versatile agreement that can be adapted to suit a wide range of industries.

Shareholders Agreement 3 (with Commentary)

This Shareholders Agreement 3 is a comprehensive document designed for large commercial enterprises and joint ventures where shareholders require robust governance structures and director oversight. It regulates funding, management, director powers, and share transfers while providing detailed protection for shareholders.

Accompanied by expert legal commentary, it explains the intent and application of key provisions including director powers, restrictions on transfer, dispute procedures, and special board resolutions. The commentary assists solicitors and corporate advisors to adapt the agreement for complex shareholding structures

What This Agreement Covers

• Conditions precedent and company establishment procedures
• Capitalisation, funding, and shareholder loans
• Appointment and removal of directors and managing director powers
• Quarterly board meetings, notice requirements, and quorum rules
• Special board resolutions for high-value or strategic decisions (Schedule 2)
• Financial reporting, audits, and insurance obligations
• Non-competition and confidentiality provisions
• Restrictions on share transfers, pre-emption, and third-party offers
• Compulsory share offers and valuation procedures
• Dispute resolution, mediation, and governing law
• Comprehensive definitions, interpretation, and execution provisions