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New Shareholder Agreement

New Shareholder Agreement Template for Switzerland

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholder Agreement for a Swiss technology startup with three founding shareholders and a venture capital investor, including specific provisions for future funding rounds and an IPO exit strategy planned for Q3 2025."

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Document background
A New Shareholder Agreement under Swiss law is essential when establishing or reorganizing the relationship between shareholders in a Swiss company. This document is typically used when forming a new company with multiple shareholders, bringing in new investors, or formalizing existing shareholder arrangements. The agreement must comply with Swiss corporate law, particularly the Swiss Code of Obligations, while addressing practical aspects of shareholder relationships such as share transfers, voting rights, board representation, and exit mechanisms. It serves as a crucial tool for preventing and resolving potential conflicts between shareholders while providing clear guidelines for company governance and decision-making processes.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, including company information and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Share Capital and Shareholders: Details of share capital structure and shareholding percentages

5. Transfer Restrictions: Restrictions on share transfers, including right of first refusal and tag-along rights

6. Corporate Governance: Board composition, appointment rights, and decision-making processes

7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights

8. Reserved Matters: Decisions requiring special majority or unanimous approval

9. Dividend Policy: Principles and procedures for dividend distributions

10. Information Rights: Shareholders' rights to company information and reporting obligations

11. Non-Competition and Confidentiality: Non-compete obligations and confidentiality provisions

12. Term and Termination: Duration of agreement and termination provisions

13. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions

14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in sale of company

2. Put and Call Options: Include when shareholders want pre-agreed exit mechanisms

3. Anti-Dilution Protection: Include for companies expecting future funding rounds

4. IPO Provisions: Include if company contemplates future public listing

5. Deadlock Resolution: Include for 50/50 joint ventures or where deadlock is likely

6. Management Provisions: Include when shareholders are also involved in management

7. Employee Share Ownership: Include if company has or plans to have employee share schemes

8. Intellectual Property Rights: Include for technology or IP-heavy companies

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholdings

2. Schedule 2: Deed of Adherence: Template for new shareholders to join the agreement

3. Schedule 3: Reserved Matters: Detailed list of matters requiring special approval

4. Schedule 4: Board Regulations: Detailed procedures for board operations and decision-making

5. Schedule 5: Valuation Principles: Agreed methods for share valuation in transfer scenarios

6. Schedule 6: Competitors List: List of identified competitors for non-compete provisions

7. Schedule 7: Initial Business Plan: Company's initial business plan and strategy

8. Schedule 8: Tag and Drag Procedures: Detailed procedures for implementing tag-along and drag-along rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




















































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Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Professional Services

Retail

Energy

Media and Entertainment

Biotechnology

Construction

Transportation and Logistics

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Corporate Development

Investment

Board of Directors

Company Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Manager

Corporate Development Director

Board Member

Managing Director

Compliance Officer

Company Secretary

Private Equity Partner

Venture Capital Partner

Corporate Lawyer

Investment Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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