Shareholders agreements, owners agreements and tailored constitutions

Start, expand and restructure your enterprise Shareholders agreements, owners agreements and tailored constitutions Document the terms of your enterprise before something forces the issue. When people come together to carry on a business, everyone brings different expectations about control, profit, and what happens when things change. Those differences rarely surface during the good times. They […]

Solution Brief: Constitutions

When people go into business together, it is common for them to enter into a Shareholders’ Agreements to govern how they will own and administer their company. Our preference is to use a company’s Constitution as the primary instrument to regulate the affairs of a company. Our reasons for this include:  Simplicity  A Constitution provides […]

Hey Partner, we need a Buy-Sell Agreement

If you have business partners, you need to consider what will occur when a partner wants to retire or suffers death or disability. One way to minimise the chaos, and control the order of events, is to design and execute a buy-sell agreement.

Is your dental practice in need of a brush and floss?

We have a lot of dentist clients who have downed tools during the Level 3 restrictions. One thing they have in common is that they’re making lemonade out of lemons and getting their practices ‘shipshape’ for when the restrictions are downgraded back to Level 1 or 2. If this sounds like you, read on!

Company Constitutions v Shareholders’ Agreements

When people go into business together it’s common for them to enter into a Shareholders’ Agreements to govern how they will own and administer their company. Our preference is to use a tailored version of the company’s ‘Constitution’ as the primary instrument to regulate the affairs of a company. Our reasons are:

Does your company need a Constitution?

Here are some reasons why you should think about a Constitution for your company, rather than simply adopting the ‘replaceable rules’ in the Corporations Act.

How do pre-emption rights work?

Most Shareholder Agreements, Constitutions and Partnership Agreements provide ‘pre-emption’ rights. These are rights that require someone wanting to sell an interest in the enterprise, to first offer the interest to the other equity holders. But they do not necessarily require the majority to buy.

Are you first in line? Understanding ‘pre-emption’ clauses

Well drafted ‘pre-emption’ clauses in a Shareholders Agreement or Constitution provide you with important protections. But there are a number of potential traps that you need to be aware of.

‘Tag-along’, ‘drag-along’ and other strange rights

When you first read these clauses it isn’t always clear what they are trying to achieve, and why you would include them in your Shareholders Agreement (or Constitution).

What is a ‘Company Power of Attorney’?

Have you thought about what would happen to your company if you became incapacitated, or worse, if you died? Who would pay the bills, and enforce the company’s rights?