The Director Shareholder Agreement is essential for Canadian private corporations where shareholders also serve as directors, particularly in closely-held companies. This document becomes crucial when establishing or formalizing the governance structure of a corporation, ensuring clear guidelines for decision-making, share transfers, and dispute resolution. It addresses unique challenges faced by director-shareholders under Canadian corporate law, including their dual roles and responsibilities. The agreement typically includes provisions for corporate governance, share transfers, voting rights, confidentiality, non-competition, and exit strategies, while ensuring compliance with both federal legislation (such as the Canada Business Corporations Act) and applicable provincial corporate laws.
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1. Parties: Identification of all shareholders and directors who are party to the agreement
2. Background: Context of the agreement, including company details and purpose
3. Definitions: Key terms used throughout the agreement
4. Share Ownership and Transfer Restrictions: Rules governing share transfers, right of first refusal, and transfer restrictions
5. Directors and Officers: Appointment, removal, and duties of directors and officers
6. Corporate Governance: Decision-making processes, voting rights, and board meetings
7. Shareholders Meetings: Procedures for calling and conducting shareholder meetings
8. Financial Matters: Dividend policy, financial reporting, and capital contributions
9. Confidentiality: Protection of company and shareholder confidential information
10. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation
11. Dispute Resolution: Procedures for resolving conflicts between parties
12. Termination: Circumstances and procedures for terminating the agreement
13. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
3. Shot-Gun Clause: Forced buy-sell mechanism for resolving deadlocks
4. Management Rights: Special provisions for shareholders involved in day-to-day management
5. Intellectual Property: Provisions dealing with IP ownership and development
6. Death and Disability: Procedures for handling shares upon death or disability of shareholders
7. Insurance Requirements: Mandatory insurance coverage for directors and key shareholders
8. Employee Share Ownership: Provisions for employee share ownership plans
9. Family Trust Provisions: Special provisions for shares held in family trusts
1. Schedule A - Share Capital: Details of authorized and issued share capital
2. Schedule B - Current Directors and Officers: List of current directors and officers with their positions
3. Schedule C - Shareholders List: Current shareholders and their shareholdings
4. Schedule D - Reserved Matters: List of decisions requiring special approval
5. Schedule E - Valuation Formula: Agreed method for valuing shares
6. Schedule F - Form of Share Transfer Notice: Standard form for share transfer notifications
7. Appendix 1 - Board Resolution Ƶ: Standard templates for common board resolutions
8. Appendix 2 - Consent to Act as Director: Standard form for director consent
9. Appendix 3 - Deed of Adherence: Template for new shareholders joining the agreement
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