The Shareholder Management Agreement serves as a crucial governance document for Canadian corporations, establishing the fundamental rules and procedures for shareholder relationships and corporate management. This agreement becomes essential when companies have multiple shareholders and need to establish clear protocols for decision-making, share transfers, and dispute resolution. It's particularly relevant for private companies operating under Canadian federal or provincial jurisdiction, where the statutory framework, including the Canada Business Corporations Act and provincial securities laws, provides the legal foundation. The agreement typically includes provisions for protecting both majority and minority shareholder interests, establishing board composition, defining voting rights, and setting procedures for share transfers, while ensuring compliance with Canadian corporate governance requirements.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Share Capital Structure: Details of share classes, rights, and current ownership
5. Management and Control: Corporate governance structure, board composition, and decision-making processes
6. Shareholders' Rights and Obligations: Key rights and duties of shareholders, including voting rights and funding obligations
7. Transfer Restrictions: Limitations on share transfers and required procedures
8. Right of First Refusal: Process for existing shareholders to purchase shares before third-party sales
9. Tag-Along Rights: Minority shareholders' right to join in sale of majority stake
10. Drag-Along Rights: Majority shareholders' right to force minority participation in sale
11. Dividend Policy: Framework for declaring and distributing dividends
12. Information Rights: Shareholders' rights to company information and financial reports
13. Deadlock Resolution: Procedures for resolving fundamental disagreements
14. Confidentiality: Protection of company and shareholder confidential information
15. Term and Termination: Duration of agreement and termination provisions
16. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Pre-emptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issuances
2. Share Valuation: Methods for determining share value in various transfer scenarios
3. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with company or soliciting employees
4. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
5. Special Share Rights: Specific rights attached to particular share classes or shareholders
6. Management Shareholder Provisions: Special provisions for shareholders who are also employees
7. Family Member Transfer Provisions: Special rules for transfers to family members or family trusts
8. Anti-Dilution Protection: Provisions protecting against ownership dilution in certain scenarios
9. Reserved Matters: List of decisions requiring special majority or unanimous approval
1. Schedule A - Current Shareholdings: Detailed list of all shareholders and their current shareholdings
2. Schedule B - Share Transfer Form: Standard form for documenting share transfers
3. Schedule C - Deed of Adherence: Form for new shareholders to become bound by the agreement
4. Schedule D - Company Information: Key company details including registration information and directors
5. Schedule E - Reserved Matters: Detailed list of matters requiring special approval
6. Schedule F - Valuation Methodology: Agreed methods and procedures for share valuation
7. Schedule G - Tag Along Notice: Standard form for exercising tag-along rights
8. Schedule H - Drag Along Notice: Standard form for exercising drag-along rights
9. Appendix 1 - Board Meeting Procedures: Detailed procedures for conducting board meetings
10. Appendix 2 - Shareholder Meeting Procedures: Detailed procedures for conducting shareholder meetings
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Energy
Mining
Transportation
Media and Entertainment
Agriculture
Construction
Telecommunications
Education
Relevant Teams
Legal
Corporate Governance
Board Secretariat
Executive Leadership
Compliance
Finance
Investor Relations
Corporate Affairs
Risk Management
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Corporate Lawyer
Board Director
Managing Director
Shareholder Relations Manager
Corporate Governance Officer
Compliance Officer
Investment Manager
Private Equity Manager
Venture Capital Manager
Company Director
Business Development Director
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