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Public Company Shareholders Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
A Public Company Shareholders Agreement is essential for publicly traded companies in Canada to establish clear governance frameworks and protect shareholder interests. The document becomes particularly important when companies transition from private to public status or when implementing specific shareholder rights structures. It must comply with the Canada Business Corporations Act, provincial securities legislation, and stock exchange requirements. The agreement typically covers share transfer restrictions, voting rights, board representation, information rights, and dispute resolution mechanisms. Given the public nature of the company, special attention is paid to securities law compliance, disclosure obligations, and maintaining equal treatment of shareholders where required by law. This document is fundamental in balancing the interests of major institutional investors with those of minority shareholders while ensuring efficient corporate governance.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































































Clauses








































Relevant Industries

Financial Services

Technology

Manufacturing

Mining and Resources

Energy

Healthcare

Real Estate

Telecommunications

Consumer Goods

Transportation and Logistics

Professional Services

Media and Entertainment

Retail

Agriculture

Relevant Teams

Legal

Corporate Governance

Investor Relations

Finance

Compliance

Risk Management

Executive Leadership

Board Secretariat

Corporate Affairs

Securities

Regulatory Affairs

Relevant Roles

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

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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