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Shareholder Rights Agreement Template for Switzerland

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Key Requirements PROMPT example:

Shareholder Rights Agreement

"I need a Shareholder Rights Agreement for our Swiss technology startup that's expecting a Series A investment round in March 2025, with specific focus on protecting minority shareholder rights and including tag-along provisions for the founding team."

Document background
The Shareholder Rights Agreement is a fundamental document used in Swiss corporate practice to establish a clear framework for shareholder relationships and corporate governance. It becomes particularly important when companies have multiple shareholders, are seeking investment, or are planning for future growth scenarios. This agreement, governed by Swiss law and particularly the Swiss Code of Obligations, typically addresses crucial aspects such as share transfer restrictions, voting arrangements, board composition, and minority shareholder protections. The document is essential for both private and public companies, though its specific provisions may vary depending on the company's size, structure, and shareholder composition. A well-drafted Shareholder Rights Agreement helps prevent potential conflicts, provides clarity on decision-making processes, and establishes clear mechanisms for handling various corporate scenarios, from routine operations to major corporate changes.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

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

3. Definitions: Key terms used throughout the agreement

4. Scope and Purpose: Detailed description of the agreement's scope and objectives

5. Share Capital and Shareholding Structure: Current share capital, classes of shares, and shareholding percentages

6. Voting Rights and Obligations: Core voting arrangements, including voting commitments and procedures

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

8. Corporate Governance: Board composition, appointment rights, and management structure

9. General Meeting Procedures: Rules for conducting shareholder meetings and decision-making processes

10. Information Rights: Shareholders' rights to company information and financial reports

11. Term and Termination: Duration of the agreement and termination provisions

12. Confidentiality: Obligations regarding confidential information

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. Miscellaneous: Standard provisions including severability, entire agreement, and amendments

Optional Sections

1. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company

2. Anti-Dilution Protection: Include when protecting certain shareholders from equity dilution is desired

3. Preferred Dividend Rights: Include when certain share classes have special dividend rights

4. Put and Call Options: Include when shareholders want specific share purchase or sale rights

5. Non-Compete and Non-Solicitation: Include when shareholders should be restricted from competing activities

6. Deadlock Resolution: Include when specific procedures for resolving shareholder disputes are needed

7. Exit Rights: Include when specific provisions for IPO or sale scenarios are needed

8. Representations and Warranties: Include when shareholders need to make specific confirmations about their status or capacity

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current shareholders and their holdings

2. Articles of Association: Current version of the company's articles of association

3. Board Regulations: Internal regulations governing the board of directors

4. Share Transfer Procedures: Detailed procedures for implementing share transfers

5. Valuation Methods: Agreed methods for share valuation in various scenarios

6. Reserved Matters: List of decisions requiring special majority or unanimous consent

7. Form of Deed of Adherence: Template for new shareholders joining the agreement

8. Reporting Requirements: Details of required financial and management reports

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

Technology and Software

Financial Services

Manufacturing

Professional Services

Healthcare and Life Sciences

Real Estate

Retail and Consumer Goods

Energy and Utilities

Media and Entertainment

Telecommunications

Biotechnology

Industrial

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Development

Investor Relations

Compliance

Finance

Corporate Secretary Office

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Manager

Corporate Lawyer

Board Member

Managing Director

Chief Legal Officer

Compliance Officer

Corporate Development Director

Investor Relations Manager

Company Secretary

Private Equity Manager

Venture Capital Partner

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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