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Public Company Shareholders Agreement
"I need a Public Company Shareholders Agreement for a Canadian technology company planning to list on the TSX in March 2025, with specific provisions for protecting minority shareholders and accommodating potential foreign institutional investors."
1. Parties: Identification of the company, major shareholders, and other parties to the agreement
2. Background: Context of the agreement, company history, and purpose of the arrangement
3. Definitions and Interpretation: Defined terms, interpretation rules, and construction of the agreement
4. Share Capital Structure: Details of authorized and issued share capital, classes of shares, and rights attached
5. Corporate Governance: Board composition, appointment rights, voting procedures, and management structure
6. Shareholder Meetings: Procedures for general meetings, voting rights, and quorum requirements
7. Share Transfer Restrictions: Limitations on share transfers, right of first refusal, and transfer procedures
8. Pre-emptive Rights: Rights of existing shareholders in new share issuances
9. Information Rights: Shareholder rights to company information and financial statements
10. Compliance with Securities Laws: Obligations regarding securities regulations and stock exchange rules
11. Confidentiality: Protection of company and shareholder confidential information
12. Dispute Resolution: Procedures for resolving disputes between shareholders or with the company
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority stakes
2. Drag-Along Rights: Include when majority shareholders may need to force minorities to join in a company sale
3. Strategic Investor Rights: When there are strategic investors with special rights or obligations
4. Anti-Dilution Protection: For agreements where protection against share value dilution is needed
5. Dividend Policy: When specific dividend distribution rules need to be established
6. Special Voting Rights: For cases with special voting arrangements or super-majority requirements
7. Share Option Plans: When employee share options or other share-based incentives exist
8. Related Party Transactions: When specific rules for dealing with related party transactions are needed
9. Foreign Ownership Provisions: When foreign ownership restrictions or requirements apply
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and current ownership
2. Schedule B - Initial Board Composition: List of initial directors and their roles
3. Schedule C - Reserved Matters: List of decisions requiring special majority or board approval
4. Schedule D - Transfer Procedures: Detailed procedures for share transfers and related documentation
5. Schedule E - Deed of Adherence: Form for new shareholders to join the agreement
6. Schedule F - Competing Business Restrictions: Details of non-compete provisions and restricted activities
7. Schedule G - Information Rights Details: Specific information and reporting requirements
8. Schedule H - Regulatory Compliance Procedures: Procedures for ensuring compliance with securities laws
9. Appendix 1 - Form of Share Transfer Notice: Standard form for notifying share transfers
10. Appendix 2 - Valuation Methods: Agreed methods for share valuation in various circumstances
Authors
Financial Services
Technology
Manufacturing
Mining and Resources
Energy
Healthcare
Real Estate
Telecommunications
Consumer Goods
Transportation and Logistics
Professional Services
Media and Entertainment
Retail
Agriculture
Legal
Corporate Governance
Investor Relations
Finance
Compliance
Risk Management
Executive Leadership
Board Secretariat
Corporate Affairs
Securities
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investor Relations Director
Compliance Officer
Board Director
Corporate Governance Officer
Legal Counsel
Finance Director
Company Secretary
Risk Manager
Chief Operating Officer
Investment Relations Manager
Securities Compliance Manager
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