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Shareholders Agreement And Share Subscription Agreement Template for Switzerland

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Key Requirements PROMPT example:

Shareholders Agreement And Share Subscription Agreement

"I need a Swiss Shareholders Agreement and Share Subscription Agreement for my tech startup by March 2025, covering a Series A investment round of CHF 5 million from three venture capital firms, with specific provisions for anti-dilution protection and a future employee share scheme."

Document background
The Shareholders Agreement And Share Subscription Agreement is a crucial document used when a Swiss company is issuing new shares and simultaneously establishing or updating the relationship framework between its shareholders. It is particularly relevant in scenarios such as new investment rounds, company restructuring, or when bringing in strategic investors. The document addresses both the immediate need for share issuance and the long-term governance structure of the company. Under Swiss law, particularly the Swiss Code of Obligations, this agreement needs to carefully balance statutory requirements with contractual freedoms. It typically includes detailed provisions on share transfer restrictions, voting rights, board representation, and minority shareholder protection, while also covering the mechanics of share subscription, payment, and completion. The agreement is essential for protecting all parties' interests and ensuring clear governance structures in Swiss corporations.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new subscribers

2. Background: Context of the transaction, current capital structure, and purpose of the agreement

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

4. Subscription for Shares: Details of share subscription including number of shares, price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing of the share subscription

6. Warranties and Representations: Standard warranties from the company and existing shareholders to subscribers, and vice versa

7. Share Capital and Shareholders: Current and post-completion capital structure, share classes, and shareholding percentages

8. Transfer Restrictions: Limitations on share transfers, right of first refusal, and transfer procedures

9. Corporate Governance: Board composition, appointment rights, voting requirements, and reserved matters

10. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights

11. Information Rights: Shareholders' rights to company information, financial reports, and audit rights

12. Confidentiality: Obligations regarding confidential information and company secrets

13. Term and Termination: Duration of the agreement and circumstances allowing termination

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when protection for minority shareholders or exit mechanisms are required

2. Anti-Dilution Protection: Include when protecting certain shareholders from dilution in future funding rounds

3. Preferred Rights: Include when there are preferred shares with special rights or privileges

4. Non-Competition and Non-Solicitation: Include when shareholders are involved in business operations or have access to sensitive information

5. Deadlock Resolution: Include when there are equal shareholdings or specific concerns about decision-making gridlock

6. Put and Call Options: Include when specific exit rights are needed for certain shareholders

7. Dividend Policy: Include when specific dividend distribution rules are required

8. Employee Share Ownership: Include when there is an employee share scheme or future plans for one

9. Intellectual Property Rights: Include when IP is a significant asset or there are specific IP arrangements between shareholders

Suggested Schedules

1. Schedule 1: Capital Structure: Detailed breakdown of share capital, shareholders, and shareholding percentages

2. Schedule 2: Subscription Details: Specific details of share subscription including payment instructions and timeline

3. Schedule 3: Warranties: Comprehensive list of warranties given by the company and shareholders

4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Schedule 5: Company Information: Key company details including registration numbers, directors, and registered office

6. Schedule 6: Form of Deed of Adherence: Template for new shareholders to join the agreement

7. Schedule 7: Business Plan: Company's business plan and financial projections

8. Schedule 8: Articles of Association: Current or proposed articles of association

9. Appendix A: Board Regulations: Detailed procedures for board operations and decision-making

10. Appendix B: Share Transfer Procedures: Detailed procedures and forms for share transfers

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















































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Relevant Industries

Technology and Software

Financial Services

Manufacturing

Healthcare and Biotech

Real Estate

Professional Services

Retail and Consumer Goods

Energy and Utilities

Media and Entertainment

Transportation and Logistics

Education

Agriculture

Construction

Telecommunications

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Board of Directors

Corporate Development

Compliance

Investor Relations

Company Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Investment Director

Board Member

Managing Director

Legal Counsel

Corporate Lawyer

Investment Manager

Compliance Officer

Director of Corporate Development

Shareholder Relations Manager

Corporate Governance Officer

Private Equity Manager

Venture Capital Partner

M&A 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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