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Equity Ownership Agreement
"I need an Equity Ownership Agreement for the transfer of 25% shareholding in a Swiss tech startup from an angel investor to a venture capital firm, with tag-along rights for minority shareholders and completion scheduled for March 15, 2025."
1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details
2. Background: Context of the agreement, including company details and purpose of the equity transfer
3. Definitions: Defined terms used throughout the agreement
4. Share Capital and Ownership Structure: Details of the company's share capital, classes of shares, and current ownership structure
5. Transfer of Shares: Terms and conditions of the share transfer, including price, payment terms, and execution process
6. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the shares being transferred
7. Conditions Precedent: Prerequisites that must be satisfied before the transfer becomes effective
8. Completion Mechanics: Detailed process for executing the transfer, including timing and required actions
9. Post-Completion Obligations: Actions required after the transfer is completed
10. Shareholder Rights and Obligations: Rights and duties associated with share ownership
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. General Provisions: Standard legal provisions including severability, entire agreement, and amendments
1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have priority rights to purchase new share issues
4. Right of First Refusal: Include when existing shareholders should have priority rights to purchase shares being sold
5. Board Representation: Include when the transfer affects board composition rights
6. Dividend Policy: Include when specific dividend arrangements need to be agreed
7. Non-Competition: Include when selling shareholders need to be restricted from competing
8. Dispute Resolution: Include when parties prefer arbitration or specific dispute resolution procedures
9. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed
1. Share Details: Detailed description of shares being transferred, including share certificates numbers and share classes
2. Company Information: Extract from commercial register and key company details
3. Shareholders' Register: Current and post-completion shareholders' register entries
4. Completion Checklist: List of all documents and actions required for completion
5. Form of Transfer Deed: Template for the share transfer deed required under Swiss law
6. Existing Shareholders' Agreement: Copy or relevant excerpts of any existing shareholders' agreement
7. Board Resolutions: Required board resolutions approving the transfer
8. Financial Statements: Recent financial statements of the company
Authors
Financial Services
Technology
Manufacturing
Professional Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Transportation and Logistics
Life Sciences
Consumer Goods
Media and Entertainment
Construction
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Treasury
Corporate Secretariat
Business Development
Investment
Risk Management
Tax
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Investment Manager
Corporate Lawyer
M&A Director
Business Development Director
Finance Director
Compliance Officer
Board Member
Managing Director
Chief Legal Officer
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
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