View Legal comments Client comments Objectives and good The parties must act in good faith, faith carry on the business for the benefit of the participants and all profits are to be shared between the participants, in proportion to their shares and units. Composition and Decisions of the are to be made Certain decisions of the board should proceedings of the by a majority resolution, other than be made by (select only 1): certain matters that are to be resolved board special majority board by either a majority board ‘special resolution:_____% (commonly 75%) resolution’ or resolution’. ‘unanimous unanimous resolution 25 % What is the minimum percentage holding required to permit a 50 % participant to appoint a representative other (specify_________) director: Shareholders’ and Decisions of participants are to be Certain decisions of the participants Unitholders’ meetings made by a majority resolution, other should be made by (select only 1): and resolutions than certain matters that must be special majority resolution:_____% resolved by either a majority ‘special (commonly 75%) resolution’ or resolution’. ‘unanimous unanimous resolution Each participant has an obligation to Funding of the group ensure that the group has sufficient working capital to conduct the business. Working capital may be raised by loans from the participants or borrowings by the company and trust, supported by guarantees by the participants. To the extent the participants are providing working capital to the business by way of loans, the agreement can specify the terms on which the finance is provided, such as whether interest is payable. Stapling of shares and The group must ensure that the shares units and units on issue are held by the participants in proportion to their participation interests. A participant who transfers a share or unit must transfer the corresponding share or unit held by them at the same time.
View Legal comments Client comments Objectives and good faith The parties must act in good faith, carry on the business for the benefit of the participants and all profits are to be shared between the participants, in proportion to their shares and units. Composition and proceedings of the board Decisions of the are to be made by a majority resolution, other than certain matters that are to be resolved by either a ‘special majority board resolution’ or ‘unanimous resolution’. What is the minimum percentage holding required to permit a participant to appoint a representative director: Certain decisions of the board should be made by (select only 1): special majority board resolution:_____% (commonly 75%) unanimous resolution 25 % 50 % other (specify_________) Shareholders’ and Unitholders’ meetings and resolutions Decisions of participants are to be made by a majority resolution, other than certain matters that must be resolved by either a ‘special majority resolution’ or ‘unanimous resolution’. Certain decisions of the participants should be made by (select only 1): special majority resolution:_____% (commonly 75%) unanimous resolution Funding of the group Each participant has an obligation to ensure that the group has sufficient working capital to conduct the business. Working capital may be raised by loans from the participants or borrowings by the company and trust, supported by guarantees by the participants. To the extent the participants are providing working capital to the business by way of loans, the agreement can specify the terms on which the finance is provided, such as whether interest is payable. Stapling of shares and units The group must ensure that the shares and units on issue are held by the participants in proportion to their participation interests. A participant who transfers a share or unit must transfer the corresponding share or unit held by them at the same time.
Shareholders-and-Unitholders-Agreement-terms-sheet.docx