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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Key Requirements PROMPT example:
Director Shareholder Agreement
"I need a Director Shareholder Agreement for my Irish technology startup with three co-founders, where we plan to bring in venture capital investment by March 2025 and need to include provisions for future funding rounds and share dilution."
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
Authors
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Business Plan
Company
Completion
Confidential Information
Constitution
Control
Deed of Adherence
Director
Encumbrance
Executive Director
Fair Market Value
Financial Year
Good Leaver
Bad Leaver
Group
Holding Company
Independent Director
Intellectual Property Rights
Material Contract
Member
Non-Executive Director
Ordinary Shares
Parties
Permitted Transferee
Preference Shares
Prohibited Person
Related Party Transaction
Reserved Matters
Share Capital
Shareholders
Shareholders' Meeting
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Drag-Along Notice
Drag-Along Right
Voting Rights
Working Hours
Competition
Competitor
Completion Date
Connected Person
Directors' Written Resolution
Distribution
Dividend
Event of Default
Exit Event
Fair Value
Initial Business Plan
Management Accounts
Material Adverse Effect
Ordinary Resolution
Special Resolution
Restricted Territory
Security Interest
Share Transfer
Subscription Rights
Territory
Third Party
Valuation
Winding Up
Articles of Association
Board
Business
Business Day
Business Plan
Company
Completion
Confidential Information
Constitution
Control
Deed of Adherence
Director
Encumbrance
Executive Director
Fair Market Value
Financial Year
Good Leaver
Bad Leaver
Group
Holding Company
Independent Director
Intellectual Property Rights
Material Contract
Member
Non-Executive Director
Ordinary Shares
Parties
Permitted Transferee
Preference Shares
Prohibited Person
Related Party Transaction
Reserved Matters
Share Capital
Shareholders
Shareholders' Meeting
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Drag-Along Notice
Drag-Along Right
Voting Rights
Working Hours
Competition
Competitor
Completion Date
Connected Person
Directors' Written Resolution
Distribution
Dividend
Event of Default
Exit Event
Fair Value
Initial Business Plan
Management Accounts
Material Adverse Effect
Ordinary Resolution
Special Resolution
Restricted Territory
Security Interest
Share Transfer
Subscription Rights
Territory
Third Party
Valuation
Winding Up
Clauses
Interpretation
Definitions
Share Capital
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Director Appointment
Director Removal
Director Duties
Director Remuneration
Board Meetings
Shareholder Meetings
Reserved Matters
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Business Management
Corporate Governance
Decision Making
Voting Rights
Share Valuation
Good Leaver Provisions
Bad Leaver Provisions
Death and Incapacity
Dispute Resolution
Deadlock Resolution
Exit Provisions
Share Transfer Process
Termination
Default Events
Remedies
Company Administration
Business Planning
Financial Matters
Representations and Warranties
Indemnification
Insurance
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Costs
Governing Law
Jurisdiction
Definitions
Share Capital
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Director Appointment
Director Removal
Director Duties
Director Remuneration
Board Meetings
Shareholder Meetings
Reserved Matters
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Business Management
Corporate Governance
Decision Making
Voting Rights
Share Valuation
Good Leaver Provisions
Bad Leaver Provisions
Death and Incapacity
Dispute Resolution
Deadlock Resolution
Exit Provisions
Share Transfer Process
Termination
Default Events
Remedies
Company Administration
Business Planning
Financial Matters
Representations and Warranties
Indemnification
Insurance
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Costs
Governing Law
Jurisdiction
Relevant Industries
Technology
Financial Services
Professional Services
Manufacturing
Retail
Healthcare
Real Estate
Construction
Media and Entertainment
Energy
Telecommunications
Biotechnology
Software Development
Consulting
E-commerce
Relevant Teams
Legal
Board of Directors
Corporate Governance
Compliance
Finance
Corporate Secretariat
Risk Management
Executive Leadership
Investment Relations
Human Resources
Relevant Roles
Chief Executive Officer
Managing Director
Board Director
Non-Executive Director
Company Secretary
Chief Financial Officer
Chief Operating Officer
Chief Legal Officer
General Counsel
Corporate Governance Officer
Compliance Officer
Board Chairman
Executive Chairman
Finance Director
Investment Director
Shareholder Representative
Corporate Secretary
Head of Legal
Senior Corporate Counsel
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