Governance agreements are designed to protect the rights of stakeholders where there is more than one owner of the entity which carries on the relevant business.
Governance agreements include:
- Shareholders Agreements for companies;
- Unitholders Agreements for unit trusts;
- Partnership Agreements for partnerships; and
- Joint Venture Agreements for incorporated and unincorporated joint ventures.
If you are carrying on business with another person, you should have a formal agreement regulating the way all participants in the business interact with each other on issues such as control, ownership, liability and commercial decision making.
Can your partner spend the businesses’ money without first having to check with you? Who has effective control of the company? Do you have a right to appoint a director? Are you entitled to see the company’s financial records? These are just some of the issues that can be dealt with in a stakeholder agreement.
We assist the stakeholders in a new business venture to examine the key issues that may arise as the business matures. This initial process is much like a ‘pre-nuptial’ arrangement. Everyone is excited at the outset and the possibilities are endless. As in marriages though, disputes often occur. An effective stakeholder agreement should set out how such disputes will be dealt with to minimise the impact on the business.
It is also helpful to have a well-documented procedure for the sale of stakeholder interests where a dispute cannot be resolved or to allow the exit of a party from the business.
There are many issues that can be dealt with in these types of agreements. We are very experienced in preparing both simple and complex stakeholder agreements for a variety of purposes.
Our Recent Work
Our recent work in this area includes the following.
- acting in a capital raising transaction involving multiple companies with operations in Australia, Asia and the USA. The transaction involved three (3) separate shareholders agreements to protect the lenders and investors;
- preparing partnership, shareholder, buy/sell agreements for a four (4) partner professional services firm;
- preparing a shareholder agreement and buy/sell agreement for newly formed entity acquiring IGA stores. We also acted on the acquisition of the first store;
- preparing a partnership agreement and buy/sell agreement for a financial planning partnership;
- acting for joint venture companies where technology or intellectual property of one party is combined with market presence and distribution networks of the other; and
- using shareholders agreements as part of an employee incentive share scheme with limited recourse loans and employment agreements.