The Shareholders Agreement Joint Venture is a crucial document for businesses establishing joint operations in New Zealand. It is particularly relevant when two or more parties wish to combine resources, expertise, or market access while maintaining separate corporate identities through a joint venture company. This agreement type is commonly used across various sectors of the New Zealand economy, from technology collaborations to infrastructure projects. The document addresses key aspects required under New Zealand law, including compliance with the Companies Act 1993 and other relevant legislation. It typically covers shareholder rights, voting mechanisms, board composition, capital contributions, profit sharing, transfer restrictions, and exit provisions. The agreement is essential for protecting shareholders' interests while providing a clear framework for joint venture operations and future business growth. It should be customized to reflect specific business objectives while ensuring compliance with New Zealand corporate governance requirements and market practices.
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1. Parties: Identifies and defines all parties to the agreement, including shareholders and the company
2. Background: Sets out the context of the joint venture and shareholders' agreement, including the business purpose and intentions of the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Business of the Company: Defines the scope and nature of the joint venture business
5. Shareholding Structure: Details the share capital, classes of shares, and initial shareholding percentages
6. Capital Contributions: Specifies initial and any agreed future capital contributions from shareholders
7. Board Composition and Governance: Establishes board structure, appointment rights, and decision-making processes
8. Shareholder Meetings and Resolutions: Procedures for shareholder meetings and voting requirements
9. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval
10. Management and Operations: Defines day-to-day management structure and operational procedures
11. Distribution Policy: Sets out policy for dividends and other distributions
12. Share Transfer Restrictions: Details restrictions on transfer of shares and process for permitted transfers
13. Pre-emptive Rights: Procedures for offering shares to existing shareholders before external sale
14. Exit Mechanisms: Procedures for shareholder exit, including tag-along and drag-along rights
15. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
16. Confidentiality: Obligations regarding confidential information
17. Non-Competition: Restrictions on competing activities by shareholders
18. Dispute Resolution: Procedures for resolving disputes between parties
19. Term and Termination: Duration of agreement and circumstances for termination
20. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Intellectual Property Rights: Provisions for IP ownership and licensing when the JV involves significant IP
2. Employee Matters: Provisions regarding key employees and employment policies when specific expertise is crucial
3. Related Party Transactions: Procedures for handling transactions with related parties when shareholders have other business interests
4. Additional Funding: Mechanisms for obtaining additional funding when future capital needs are anticipated
5. Put and Call Options: Specific share purchase rights when parties want additional exit flexibility
6. International Operations: Provisions for international business operations when the JV operates across borders
7. Environmental Compliance: Environmental obligations when the business has significant environmental impact
8. Indigenous Rights Compliance: Provisions regarding Treaty of Waitangi obligations when relevant to the business
9. Technology Usage: Technology-specific provisions when the JV is technology-dependent
1. Schedule 1: Company Details: Details of the company including registration number, registered office, and initial directors
2. Schedule 2: Initial Shareholdings: Table of initial shareholders and their shareholding percentages
3. Schedule 3: Business Plan: Initial business plan and strategic objectives
4. Schedule 4: Reserved Matters List: Detailed list of matters requiring special approval
5. Schedule 5: Board Protocols: Detailed procedures for board meetings and decision-making
6. Schedule 6: Deed of Adherence: Template deed for new shareholders joining the agreement
7. Schedule 7: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
8. Schedule 8: Initial Capital Contributions: Details of initial contributions (cash, assets, or services) by each shareholder
9. Appendix A: Key Performance Indicators: Agreed performance metrics for the joint venture
10. Appendix B: Management Structure: Detailed organizational structure and key positions
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Manufacturing
Construction and Infrastructure
Mining and Resources
Agriculture and Forestry
Renewable Energy
Real Estate Development
Healthcare and Biotechnology
Retail and Consumer Goods
Professional Services
Transport and Logistics
Education and Training
Financial Services
Media and Entertainment
Tourism and Hospitality
Relevant Teams
Legal
Corporate Development
Executive Leadership
Finance
Business Development
Compliance
Risk Management
Corporate Governance
Strategy
Operations
Investment
Commercial
Relevant Roles
Chief Executive Officer
Managing Director
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Business Development Director
Investment Manager
Commercial Director
Joint Venture Manager
Board Director
Shareholder Representative
Chief Operating Officer
Strategy Director
Risk Manager
Corporate Development Manager
Compliance Officer
General Counsel
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