The Stakeholders Agreement serves as a foundational document for companies operating under New Zealand law, particularly those with multiple shareholders or complex ownership structures. This agreement becomes essential when establishing or restructuring a company, bringing in new investors, or formalizing the relationship between existing stakeholders. It addresses key aspects of company governance, shareholder rights, and business operations while ensuring compliance with New Zealand's Companies Act 1993 and related legislation. The document typically comes into play during company formation, capital raising rounds, or when significant changes in ownership or control are anticipated. It provides mechanisms for decision-making, dispute resolution, and share transfers, while protecting both majority and minority stakeholder interests.
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1. Parties: Identification of all stakeholders and the company
2. Background: Context of the agreement, company structure, and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Purpose and Objectives: Statement of the agreement's aims and company's objectives
5. Share Capital and Stakeholders: Details of share structure, classes, and ownership
6. Management and Control: Governance structure, board composition, and decision-making processes
7. Shareholders' Rights and Obligations: Key rights, responsibilities, and obligations of stakeholders
8. Transfer of Shares: Rules and restrictions regarding share transfers, including pre-emptive rights
9. Decision Making: Voting rights, reserved matters, and majority requirements
10. Funding and Distribution: Capital contributions, dividend policy, and funding arrangements
11. Default and Consequences: Events of default and resulting consequences
12. Dispute Resolution: Process for resolving disputes between stakeholders
13. Confidentiality: Protection of company and stakeholder confidential information
14. Duration and Termination: Term of agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along and Drag-Along Rights: Minority protection and majority exit mechanisms, useful for companies with multiple shareholders
2. Deadlock Resolution: Specific procedures for resolving deadlock situations, important for 50/50 ownership structures
3. Intellectual Property Rights: IP ownership and protection provisions, essential for technology or innovation-focused companies
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, important for protecting company interests
5. Good/Bad Leaver Provisions: Consequences for departing shareholders based on circumstances of departure
6. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
7. Advisory Board: Structure and role of advisory board, useful for companies seeking external expertise
8. Employee Share Schemes: Framework for employee share ownership, relevant for companies planning employee incentivization
1. Schedule 1: Company Details: Detailed company information including registration details and share capital structure
2. Schedule 2: Initial Shareholders: List of shareholders and their initial shareholdings
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Schedule 4: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
5. Schedule 5: Business Plan: Initial or current business plan and key milestones
6. Schedule 6: Deed of Adherence: Template for new shareholders to join the agreement
7. Schedule 7: Board Procedures: Detailed procedures for board meetings and decision-making
8. Schedule 8: Competing Businesses: List of agreed competing businesses or restricted activities
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