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Preference Shares Agreement Template for Switzerland

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Key Requirements PROMPT example:

Preference Shares Agreement

"I need a Preference Shares Agreement under Swiss law for our technology startup to issue Series A preference shares to venture capital investors, with a 1x liquidation preference, anti-dilution protection, and board appointment rights for shares being issued in March 2025."

Document background
A Preference Shares Agreement is essential when a Swiss company seeks to raise capital by issuing shares with preferential rights over ordinary shares. This document type is commonly used in capital raising scenarios, corporate restructuring, or strategic investment situations. The agreement must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations, and typically includes detailed provisions about preferential dividend rights, voting rights, capital rights, and redemption terms. It's particularly relevant for companies looking to attract institutional investors or strategic partners while maintaining existing control structures. The document needs to carefully balance the rights of preference shareholders with those of ordinary shareholders while ensuring compliance with Swiss corporate governance requirements and financial market regulations.
Suggested Sections

1. Parties: Identification of the company issuing the preference shares and the preference shareholders

2. Background: Context of the preference share issuance, including corporate authority and purpose

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Preference Share Terms: Core terms including nominal value, preference rights, dividend rights, and any premium

5. Subscription and Payment: Terms for subscribing to and paying for the preference shares

6. Dividend Rights: Detailed provisions regarding preferential dividends, calculation methods, and payment terms

7. Voting Rights: Scope and limitations of voting rights attached to the preference shares

8. Capital Rights: Rights in relation to capital events, including return of capital and participation in surplus assets

9. Transfer Restrictions: Limitations and procedures for transferring preference shares

10. Conversion Rights: Terms and procedures for converting preference shares to ordinary shares, if applicable

11. Redemption: Terms and procedures for share redemption, including timing and price

12. Representations and Warranties: Standard declarations by both the company and shareholders

13. Notices: Procedures for formal communications between parties

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

Optional Sections

1. Anti-dilution Protection: Provisions protecting preference shareholders from dilution in specific circumstances

2. Tag-Along Rights: Right of preference shareholders to join in sale of shares by majority shareholders

3. Drag-Along Rights: Right of majority shareholders to force preference shareholders to join in a sale

4. Information Rights: Special rights to receive company information beyond statutory requirements

5. Board Representation: Rights of preference shareholders to appoint board members

6. Liquidation Preference: Special rights in case of liquidation or exit events

7. Pre-emptive Rights: Rights of first refusal on new share issuances

8. Amendment Provisions: Special procedures for amending preference share terms

Suggested Schedules

1. Share Certificate Form: Template for preference share certificates

2. Dividend Calculation Examples: Detailed examples showing how preferential dividends are calculated

3. Transfer Form: Standard form for transferring preference shares

4. Subscription Form: Form for subscribing to preference shares

5. Articles of Association Excerpts: Relevant sections of the company's articles relating to preference shares

6. Shareholders' Resolution: Copy of the resolution authorizing the preference share issuance

7. Registration Rights: Detailed procedures for share registration in the company's share register

8. Conversion Calculations: Formula and examples for conversion calculations, if applicable

Authors

Alex Denne

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

Relevant legal definitions

















































Clauses



































Relevant Industries

Financial Services

Technology

Manufacturing

Pharmaceuticals

Biotechnology

Real Estate

Infrastructure

Private Equity

Venture Capital

Professional Services

Industrial

Energy

Healthcare

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Board of Directors

Corporate Secretariat

Investment

Treasury

Risk Management

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Counsel

Corporate Finance Manager

Investment Manager

Compliance Officer

Board Director

Company Secretary

Financial Controller

Head of Legal

Chief Investment Officer

Private Equity Manager

Venture Capital Manager

Corporate Development 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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