- Pre-emptiverights:That is, the ability for existing shareholders to have priority over any third party in relation to fundraising activities and any proposed sale of shares.
- Voting thresholds and reserved matters:Namely, what level of approval is required by the board and/or shareholders for matters voted on and what matters (above that prescribed by law) are reserved for shareholder approval.
- Composition of the board and nominee representatives.
- Future fundraisingactivities.
- Transfer or shares -processand procedure.
- Dividend policies.
- Preparation of accounts.
- Drag and Tag alongrights - the ability to force a minority shareholder to sell and/or the ability for a minority shareholder to participate inthe sale of shares by a majority shareholder(s)
- Matters which may trigger a compulsory exit by a shareholder (for example, shareholder default or death or disability of a key associated individual)and how such interest is valued
- Restrictive covenants - do you seek torestrict a shareholder from having an interest in a competing business?
- The establishment of business plans and budgets.
There are many things to consider when preparing a shareholders agreement. Most importantly, it's imperative that it is customised to your business and theobjectives of its shareholders. Matters that are customarily addressed in a shareholders agreement include:
My advice would be to seek legal assistance in the drafting of this agreementand not rely on template documents.
Kind regards
Richard Partridge
Gadens
Landlord trying to dictate business type
Is independent advice necessary in commercial situations?
Indexed rent
Family provision legislation in each State allows the Court to override the terms of a Will so as to provide proper maintenance and support for an eligible applicant. In determining whether provision should be made for an eligible applicant, the legislation also sets out the relevant factors which the Court may consider.
There are strict time limitations which apply to contesting or disputing a Will and the relevant rules and procedures differ in each State.The legislation governing family provision claims in New South Wales is the Succession Act 2006.In NSW you have 12 months from the date of death to contest the Will.
Hi there. Launching a start up can be a complex process, and it is great that you are seeking some assistance to ensure everything is done properly.
The second part of your question is more complex. There are some problems you should be aware of that may arise with your plan to transfer property to your wife in order to avoid liability to creditors.
Firstly, under Australian law, software that you produce will generally be protected by copyright - provided, of course, that it is entirely your own work and you have not used any infringing material. Secondly, assuming that the web app also contains graphics, photos, videos, music, etc., copyright will subsist in those as well - again, provided that they are your own work. Copyright will generally vest with the author unless it has been assigned in writing.
Note, however, that copyright does not protect the idea; rather it protects the expression of ideas in a material form. Copyright will not stop a third party from producing a web app with the same or similar functionality to your own app. Please also note that if you intend to distribute your web app internationally, different laws may apply in relation to (for example) the subsistence of copyright and exceptions to infringement.
Software can also be patentable if it meets the parameters of a 'patentable invention' as defined in the Patents Act 1990(Cth).Depending on what the app actually does, it may be patentable, but you will need to seek professional advice from a suitably qualified patent attorney to determine the patentability of the web app. If you are successful in obtaining a patent, you will obtain exclusive rights to monopolise the product covered by the patent.
Please also seehttp://www.ipaustralia.gov.au/get-the-right-ip/patents/about-patents/what-can-be-patented/patents-for-computer-related-inventions/ for information pertaining to software patents.
Hello - good question. You are on the right track and it is important to make sure you have the legal rights to use this content before you incorporate it into your app. Emailing the content owner is a good start and you don't have to provide anything more than a summary of your app along with your request. This will help reduce the risk of them "copying" your idea.
Patents are a different thing altogether and would not protect your "idea". Once you have developed your app, copyright laws will provide you with a measure of protection.
If the content is important to include in your app you will need to ensure you obtain appropriate rights to use it. A lawyer can assist you with your initial request and can help make sure you have broad rights to use the content if the owner agrees to license it to you. Good luck!