The Director Shareholder Agreement is a vital document used in Irish companies to establish a clear framework for corporate governance and stakeholder relationships. It is particularly important when setting up new companies, bringing in new directors or shareholders, or formalizing existing arrangements. The agreement ensures compliance with Irish company law while protecting the interests of all parties involved. It typically includes detailed provisions on share ownership, transfer restrictions, director duties and remuneration, decision-making processes, and exit mechanisms. This document is especially crucial for private companies where shareholders may also serve as directors, helping prevent potential conflicts and providing clear guidelines for business operations.
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1. Parties: Identification of the company, all shareholders, and directors who are party to the agreement
2. Background: Context of the agreement, including company information and purpose of the arrangement
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Director Appointments and Duties: Process for appointing directors, their roles, responsibilities, and statutory duties
5. Shareholder Rights and Obligations: Fundamental rights and obligations of shareholders, including voting rights and capital contributions
6. Share Capital and Transfer Restrictions: Details of share structure and restrictions on transfer of shares
7. Corporate Governance: Board meetings, shareholder meetings, voting requirements, and reserved matters
8. Dividend Policy: Framework for declaration and distribution of dividends
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Non-Compete and Non-Solicitation: Restrictive covenants for directors and shareholders
11. Termination: Circumstances and process for terminating the agreement
12. Exit Provisions: Mechanisms for shareholders to exit, including drag-along and tag-along rights
13. Dispute Resolution: Process for resolving disputes between parties
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Director Remuneration: Terms of director compensation, benefits, and expense reimbursement - include when directors are to receive specific compensation packages
2. Share Option Scheme: Details of any share option arrangements - include when the company has or plans to implement share options
3. Intellectual Property: IP rights and assignments - include when the company has significant IP assets
4. Good Leaver/Bad Leaver Provisions: Specific provisions for share treatment upon director departure - include when shareholders are also employees/directors
5. Deadlock Resolution: Specific mechanisms for resolving board or shareholder deadlocks - include for 50/50 ownership structures
6. Director Insurance and Indemnification: Provisions for D&O insurance and indemnification - include for high-risk industries
7. International Operations: Provisions dealing with cross-border activities - include for companies operating internationally
1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current directors
2. Schedule 2: Shareholder Information: List of shareholders and their respective shareholdings
3. Schedule 3: Reserved Matters: List of decisions requiring special approval from board or shareholders
4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5: Transfer Notice: Form of notice for share transfers
6. Schedule 6: Deed of Adherence: Form for new shareholders to become bound by the agreement
7. Schedule 7: Calculation of Share Value: Methodology for calculating share value for transfers or exits
8. Appendix A: Initial Business Plan: Company's current business plan and strategic objectives
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