The Director Shareholder Agreement is a crucial document for companies operating in New Zealand, particularly those with multiple shareholders and directors. It serves as a cornerstone agreement that defines the relationship between the company's key stakeholders, establishing clear guidelines for corporate governance and operational management. This document is typically implemented when a company is formed, undergoes significant restructuring, or when new directors or shareholders join the organization. The agreement must comply with New Zealand's Companies Act 1993 and related legislation, while addressing specific needs such as share transfer restrictions, voting rights, dividend policies, and dispute resolution mechanisms. It's particularly valuable for private companies seeking to establish clear boundaries and expectations between directors and shareholders, while protecting the interests of all parties involved.
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1. Parties: Identifies all parties to the agreement including the company, directors, and shareholders
2. Background: Explains the context and purpose of the agreement, including company details and reasons for entering into the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Director Appointments and Duties: Details the process for appointing directors, their roles, responsibilities, and statutory duties
5. Shareholder Rights and Obligations: Outlines shareholders' rights, voting powers, and obligations
6. Share Capital and Issues: Describes the company's share structure, classes of shares, and processes for issuing new shares
7. Transfer of Shares: Details the procedures and restrictions for transferring shares, including pre-emptive rights
8. Company Management: Establishes decision-making processes, meeting procedures, and management structure
9. Dividend Policy: Sets out the approach to declaring and paying dividends
10. Confidentiality: Defines confidential information and establishes obligations to maintain confidentiality
11. Dispute Resolution: Outlines the process for resolving disputes between parties
12. Termination: Specifies circumstances and procedures for terminating the agreement
13. General Provisions: Includes standard legal provisions such as notices, amendments, and governing law
1. Tag-Along and Drag-Along Rights: Include when shareholders want mechanisms to join in sales (tag-along) or force minority shareholders to join in sales (drag-along)
2. Intellectual Property Rights: Include when the company has significant IP assets that need protection
3. Non-Competition and Non-Solicitation: Include when restrictions on directors' and shareholders' competitive activities are needed
4. Director Remuneration: Include when specific director compensation arrangements need to be documented
5. Dead-Lock Resolution: Include for companies with equal shareholding to address potential voting deadlocks
6. Buy-Sell Provisions: Include when specific triggers for forced share purchases (death, disability, retirement) need to be addressed
7. Management Shareholders: Include when some shareholders are also involved in day-to-day management
1. Share Capital Structure: Details of all share classes, numbers of shares, and shareholders
2. Reserved Matters: List of decisions requiring special majorities or unanimous consent
3. Share Valuation Methodology: Agreed method for valuing shares for transfers or buyouts
4. Deed of Adherence: Template for new shareholders to sign up to the agreement
5. Company Information: Key company details including registration number, registered office, and current directors
6. Pre-emptive Rights Procedure: Detailed process for implementing share transfer restrictions
7. Dividend Policy Details: Specific formulas or procedures for dividend calculations and distributions
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