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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."
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
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
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
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
Legal
Corporate Governance
Finance
Executive Leadership
Board of Directors
Corporate Development
Compliance
Investor Relations
Company Secretariat
Risk Management
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
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