Shareholder Agreements

Here’s a quick 3-hour session on so that you gain insight into the essential clauses that you need to get right when drafting Shareholder Agreements including drafting for disclosures required by directors relating to information that could impact the share purchase price.   Explore the different methodologies for navigating shareholder disputes plus useful clauses and more. Interested in robust shareholders' agreements that include comprehensive ADR clauses and addresses disclosure obligations? Secure your spot!

Wednesday, 5 March 2025
2.00pm to 3.00pm Clauses that You Need to Get it Right when Drafting and Reviewing Shareholder Agreements

 

  • Making decisions
  • Getting in, and getting out
  • Dividends
  • Insurance
  • Restraints of Trade
  • Embracing Tikanga Māori in shareholder arrangements
    • What is Tikanga Māori
    • Why incorporate Tikanga Māori
    • Considerations for businesses 

Presented by Laura Monahan, Director, McCaw Lewis

Description

Attend and earn 3 CPD hours

Chair:

Aasha Foley, Managing Partner, iCLAW Culliney Partners

3.00pm to 4.00pm Disclosures in Shareholders: Addressing Section 149 of the Companies Act

 

  • Obligations under Section 149 Companies Act, focusing on directors’ duty to disclose information that could impact the share purchase price
  • Gain expert insights into managing disclosures in shareholder agreements to ensure compliance and mitigate risks in transactions 

Presented by Bret Gustafson, Barrister, FortyEight Shortland

4.15pm to 5.15pm Navigating Shareholder Disputes

 

  • Exploring the different methodologies
    • Public courts
    • Private arbitration
    • Expert determination
    • Valuation issues
    • Mediation
    • Multi-tier disputes clauses
  • Insolvency: red flags and shareholder protections
  • Useful clauses
  • Latest case law  

Presented by Tim Lindsay, Partner, Lindsay & Francis

4.00pm to 4.15pm Break
Learning Objectives:
  • Receive guidance on essential clauses necessary in a shareholders' agreement
  • Gain expert insights into managing disclosures in shareholder agreements
  • Explore how to incorporate Tikanga Māori principles into shareholders’ agreements 

Presenters


Laura Monahan, Director, McCaw Lewis
Laura leads a team of talented lawyers in the firm’s commercial law area. Laura has extensive experience in commercial law, and advises clients on a wide variety of business matters including limited partnerships, ownership arrangements including shareholders’ agreements and share sales and purchases, negotiating and preparing commercial contracts, commercial property matters, commercial lease arrangements, Financial Markets Conduct Act issues, Overseas Investment Act matters, construction contracts and business sales and purchases. More recently, Laura has moved towards particular specialisation in the area of Māori commercial matters, assisting iwi clients to establish post settlement governance entities and make arrangements to best manage iwi assets. She enjoys working with our commercial clients to help them meet their business goals, priding herself on keeping things simple and understandable. Prior to joining McCaw Lewis, Laura worked in the corporate and commercial team at a large Auckland law firm, before moving to London to work as in-house legal counsel for a healthcare company. Giving back to the community she grew up in is important to Laura, and she is on the boards of the Waikato Family Centre Trust and the Waikato Diocesan School for Girls Old Girls Association Committee. She has recently established a local networking group for women in business in the Waikato together with Stacey Martin from BNZ Hamilton and Jan Gatley from PwC Hamilton. Outside of the workplace, she likes to spend time with her husband and two young daughters, keep fit at the gym or along the Waikato River trail, and have weekly Sunday barbecues with her sisters and parents. Laura was raised in Hamilton, returning here to join the firm in 2012, and was appointed as a Director of the firm in 2020.


Bret Gustafson, Barrister, FortyEight Shortland
Bret Gustafson has practised as a court lawyer for the last 27 years. He was a litigation partner at Kensington Swan from 2000 to 2009. In April 2009 he moved from practice as a barrister and solicitor to practice as a barrister sole and has chambers at Level 31 of the Vero Centre in Shortland Street Auckland. Bret has appeared as senior counsel in the Privy Council and in two Supreme Court cases, winning all three. In the last two years Bret has been instructed on 4 appeals to the Court of Appeal and has won 3 of those appeals. Bret regularly advises on commercial disputes including shareholder disputes, PPSA issues and banking and insolvency law. He appears regularly in mediations, arbitrations and in the High Court on injunction applications and trials.


Aasha Foley, Managing Partner, iCLAW Culliney Partners
Starting a law firm at 28 and watching it grow to 18 staff over four years, Aasha knows a thing or two about running a business. One of New Zealand’s youngest partners and owners of a law firm, Aasha was named as a Rising Star by NZ Lawyer in 2021. Seeing the law as a way for people and businesses to achieve their goals, Aasha’s diverse expertise includes commercial advice and structuring, mergers and acquisitions, limited partnerships, intellectual property, corporate financing and property development. Aasha is an expert in managing complex large scale mix-used developments. Her experience in the property market, and in particular property development financing, has seen her develop a reputation for executing projects of scale effectively and efficiently. While practising law on a day to day basis, Aasha juggles the logistics of leadership, management and operations at iCLAW. Known for her ability to identify opportunities and anticipate outcomes, Aasha is an insightful, precise and pragmatic legal advisor and business owner.


Tim Lindsay, Partner, Lindsay & Francis
Timothy Lindsay is a founding partner of Lindsay Francis & Mangan, a specialist business disputes firm based in Auckland and Singapore. The firm is recognised as one of the leading specialist litigation practices in New Zealand and as having one of the leading international arbitration practices in Singapore. Commentators note the firm “is everything you want in a litigation boutique: capable, commercial, nimble and with the depth of talent to staff any matter. Quality staff from top to bottom.” Of the Singapore team, Legal 500 noted in 2022 that “The intellect of the team is unrivalled. They are trusted by clients with some of the largest disputes arbitrated in Asia.” In 2021 Tim was awarded Benchmark Litigation’s ‘Lawyer of the Year’ for New Zealand, and he is recognised by Chambers & Partners, Legal 500, Benchmark Litigation and Who’s Who Legal as one of the leading litigators and arbitration counsel in the country. Tim and the firm have significant experience – across dozens of litigations and arbitrations – of shareholder disputes.

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Shareholder Agreements

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Single Session
Wednesday, 5 March 2025
2.00pm to 5.15pm New Zealand
CPD Hours 3
$345.00
Online 20241120 20250305

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