Document background
The Share Subscription And Shareholders Agreement is a fundamental document used in Swiss corporate transactions when new investors are joining a company while simultaneously establishing or updating the governance framework. This document is particularly relevant for private companies raising capital, whether through venture capital, private equity, or strategic investments. It combines the technical aspects of share subscription (including payment terms, warranties, and completion mechanics) with comprehensive shareholders' arrangements (such as voting rights, share transfer restrictions, and board representation). Governed by Swiss law, particularly the Code of Obligations, this agreement type is essential for protecting both existing and new shareholders' interests while ensuring clear corporate governance structures. It's commonly used in funding rounds, joint ventures, or when bringing strategic investors into a company, providing a single coherent framework for both the investment process and ongoing shareholder relationships.
