SHAREHOLDERS AGREEMENT ALLOWING CONSTITUTION
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Product Description
Shareholders Agreement Allowing Constitution
A standard, general Shareholder Agreement that covers initial, further funding, appointment of directors, relations between shareholders and disposal of shares. Allows a constitution to be adopted by the company and attached to the agreement. The variable in information is contained in a schedule to the agreement, which makes it quick and easy to adapt to a variety of uses. This agreement contains the following clauses:
- Definitions and Interpretation
- Establishment of Company
- Condition Precedent – Agreement to Initial Annual Program
- Purpose
- Contributions to Share Capital of the Company
- Further Financing
- Guarantees and lndemnities
- Protection of Business of Company
- Powers and Responsibilities of Company
- Functions of the Board
- Protection of Shareholders
- Shareholders Not to Interfere
- Directors
- Matters Requiring Directors’ Approval
- Special Resolutions
- Allotments, Transfers and Encumbrance of Shares
- Material Breach
- Rights on Winding Up of Company
- The Constitution
- Confidential Information
- Public Statements
- Duration
- Good Faith
- Time of the Essence
- No Partnership etc.
- Mediation
- Severability
- Entire Understanding
- Variation
- Waiver
- Further Assurance
- Costs
- Notices
- Governing Law and Jurisdiction
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Shareholder Agreements
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.
FULL COMMENTARY IS WITH PURCHASE OF SHAREHOLDERS AGREEMENT
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