Wednesday, 4 March 2026
Chair
Graeme Switzer, Partner, Tavendale + Partners
Exit Strategies and Succession Planning in Shareholder Agreements
- Voluntary share transfers: how can shareholders choose to exit? Are they required to abide by any lock-in period, pre-emptive rights, or other transfer processes or restrictions?
- Mandatory share transfers: good Leaver/Bad Leaver, death or disability, drag & tag and defaulting shareholder provisions
- Price and value: How will shares be valued - a set price, a formula or other methodology, or independent valuation? Will different values or payment arrangements apply depending on the circumstances of the sale?
- Post-exit obligations: what obligations can a company impose on an existing Shareholder? Non-competition, non-solicitation, confidentiality
Presented by Jessica Middleton, Special Counsel, McCaw Lewis
Description
Attend and earn 0.5 CPD hour
* This interactive online recording includes questions and quizzes requiring critical thinking about the topics, so you have no annual limits to the number of points/hours you can claim with this format of learning. Please verify with your CPD rules
Learning Objectives:
- Understand the key mechanisms for voluntary and mandatory shareholder exits, including transfer restrictions and succession provisions
- Examine valuation methods and post-exit obligations used to manage ownership transitions and minimise shareholder disputes
Presenters
Graeme Switzer, Partner, Tavendale + Partners
Graeme specialises in mergers and acquisitions, company restructurings, securities offerings, and general corporate and commercial law. He has advised public companies, multinationals, government entities, accounting firms and medium sized enterprises and regularly advises overseas companies on New Zealand merger and acquisition transactions and broader New Zealand legal matters. Grame’s experience includes advising on a range of business sales and purchases for New Zealand companies and large overseas based multinationals, as well as for medium sized enterprises. Other examples of his experience include advising on joint ventures, New Zealand securities law issues related to overseas mergers, issues relating to overseas businesses setting up New Zealand branches and generally advising on a range of commercial contracts. Graeme has been practicing law since 1999.
Jessica Middleton, Special Counsel, McCaw Lewis
For the last eleven years, Jessica has helped clients find solutions to structural, governance, and transactional issues arising throughout the life cycle of their businesses. Jessica advises across a variety of corporate and commercial issues, including sales and purchases of businesses and shares, shareholders’ agreements, structuring and governance matters, joint ventures, commercial leasing, and complex contractual arrangements. She assists a wide range of clients, including professional services firms, SMEs, and charitable trusts, as well as a range of Māori entities including Māori incorporations, PSGEs and their subsidiaries. She also has a passion for intellectual property law, with a particular focus on trademarks. Acknowledging that the legal side of business can be overwhelming and complex, Jessica believes strongly in providing practical and accessible advice, making an effort to understand her clients’ values and priorities, and delivering solutions in a way that suits their needs. Jessica serves as the Chair of the McCaw Lewis Foundation, the firm’s charitable organisation, which encourages healthy and happy children in the Waikato. Jessica was admitted in 2015 and worked in Auckland before joining McCaw Lewis in 2018. She was appointed as a Senior Associate in April 2021 and as Special Counsel in 2026.
