Public Company Shareholders Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that establishes and regulates the relationship between shareholders in a public company listed on the Australian Securities Exchange (ASX). The agreement sets out fundamental rights and obligations of shareholders, corporate governance frameworks, share transfer mechanisms, and procedures for key corporate actions while ensuring compliance with the Corporations Act 2001 and ASX Listing Rules. It includes provisions for protecting both majority and minority shareholder interests, dividend policies, board composition, and dispute resolution mechanisms.

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What is a Public Company Shareholders Agreement?

A Public Company Shareholders Agreement is essential for ASX-listed companies seeking to establish clear governance frameworks and protect shareholder interests. This document is typically implemented when a company goes public or when significant changes in shareholding structure occur. It addresses crucial aspects of shareholder relationships while ensuring compliance with Australian corporate law, particularly the Corporations Act 2001 and ASX Listing Rules. The agreement covers share transfer mechanisms, voting rights, board representation, dividend policies, and dispute resolution procedures. It's particularly important for companies with strategic investors, founding shareholders retaining significant stakes, or when specific corporate governance arrangements need to be established beyond standard constitutional provisions.

What sections should be included in a Public Company Shareholders Agreement?

1. Parties: Identification of the company and all shareholders who are parties to the agreement

2. Background: Context of the agreement, including company structure and purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Company Structure and Governance: Details of share classes, board composition, and governance framework

5. Shareholder Rights and Obligations: Core rights and responsibilities of shareholders, including voting rights

6. Share Capital and New Issues: Provisions regarding share capital structure and future share issues

7. Transfer of Shares: Rules and restrictions governing the transfer of shares

8. ASX Compliance: Provisions ensuring compliance with ASX Listing Rules and continuous disclosure obligations

9. Dividend Policy: Framework for determining and distributing dividends

10. Board Composition and Proceedings: Rules regarding board appointment, removal, and meeting procedures

11. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

12. Confidentiality: Obligations regarding company and shareholder confidential information

13. Dispute Resolution: Procedures for resolving disputes between shareholders

14. Term and Termination: Duration of the agreement and circumstances for termination

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Public Company Shareholders Agreement?

1. Tag-Along Rights: Optional provisions giving minority shareholders the right to join in the sale of shares by majority shareholders

2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in the sale of shares

3. Pre-emptive Rights: Optional provisions giving existing shareholders first right to purchase shares being sold

4. Anti-dilution Protection: Optional provisions protecting shareholders from dilution in certain circumstances

5. Strategic Investors Rights: Optional provisions for special rights granted to strategic investors

6. Employee Share Scheme: Optional provisions regarding employee share ownership plans

7. Related Party Transactions: Optional detailed provisions governing transactions with related parties

8. Competing Business Restrictions: Optional non-compete and non-solicitation provisions

9. Special Rights for Founding Shareholders: Optional provisions granting specific rights to company founders

What schedules should be included in a Public Company Shareholders Agreement?

1. Schedule 1 - Company Details: Details of the company including ACN, registered office, and share capital structure

2. Schedule 2 - Shareholder Details: List of all shareholders and their respective shareholdings

3. Schedule 3 - Reserved Matters: Detailed list of matters requiring special approval

4. Schedule 4 - Deed of Accession: Form of deed for new shareholders joining the agreement

5. Schedule 5 - Tag and Drag Along Procedures: Detailed procedures for implementing tag and drag along rights

6. Schedule 6 - Valuation Principles: Agreed methodology for share valuation

7. Schedule 7 - Board Charter: Detailed governance procedures and board responsibilities

8. Schedule 8 - Dividend Policy Details: Specific criteria and procedures for dividend declarations

9. Appendix A - Share Transfer Notice: Form of notice for transfer of shares

10. Appendix B - Corporate Governance Policy: Detailed corporate governance guidelines and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Cost

Free to use

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