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Shareholders Agreement Joint Venture
"Need a Shareholders Agreement Joint Venture under Swiss law for a technology startup collaboration between our Swiss software company and a Silicon Valley tech firm, with specific focus on IP protection and R&D cooperation, planned to commence March 2025."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the joint venture formation and parties' intentions
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Purpose and Scope: Joint venture's business objectives and scope of activities
5. Capital Structure: Share capital, classes of shares, and initial shareholdings
6. Corporate Governance: Board composition, appointment rights, and management structure
7. Shareholders Meetings: Procedures for general meetings and voting rights
8. Reserved Matters: Decisions requiring special majorities or unanimous consent
9. Business Plan and Financing: Initial business plan, funding commitments, and future financing
10. Share Transfer Restrictions: Limitations on share transfers and pre-emptive rights
11. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
12. Deadlock Resolution: Procedures for resolving fundamental disagreements
13. Exit Mechanisms: Provisions for IPO, sale, or termination of the joint venture
14. Competition and Non-Solicitation: Non-compete obligations and protection of business interests
15. Confidentiality: Protection of confidential information and trade secrets
16. Term and Termination: Duration of agreement and termination events
17. Governing Law and Jurisdiction: Swiss law application and dispute resolution procedures
1. Intellectual Property Rights: Required when JV involves significant IP development or licensing
2. Regulatory Compliance: Needed for regulated industries or specific sector requirements
3. Employee Matters: Important when JV involves transfer or sharing of employees
4. Related Party Transactions: Necessary for larger JVs with complex group relationships
5. Environmental Compliance: Required for industries with environmental impact
6. Foreign Investment Provisions: Needed when involving international shareholders
7. Anti-Corruption Compliance: Important for international operations or public contracts
8. Data Protection: Required when JV involves significant data processing activities
1. Initial Shareholdings: Detailed breakdown of share ownership and share classes
2. Business Plan: Initial business plan and financial projections
3. Board Regulations: Detailed procedures for board operations and committees
4. Reserved Matters List: Comprehensive list of decisions requiring special approval
5. Company Articles: Articles of association of the joint venture company
6. Deed of Adherence: Template for new shareholders joining the agreement
7. Key Performance Indicators: Agreed metrics for measuring JV performance
8. Intellectual Property Register: List of IP rights owned or licensed by the JV
9. Service Level Agreements: Terms for services provided by shareholders to JV
10. Initial Capital Contributions: Details of shareholders' initial investments and assets
Authors
Manufacturing
Technology
Financial Services
Pharmaceuticals
Engineering
Consumer Goods
Real Estate
Energy
Telecommunications
Professional Services
Healthcare
Infrastructure
Biotechnology
Industrial
Transport & Logistics
Legal
Corporate Development
Mergers & Acquisitions
Executive Leadership
Finance
Strategy
Commercial
Corporate Secretariat
Business Development
Compliance
Risk Management
Corporate Governance
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Chief Financial Officer
Head of Mergers & Acquisitions
Business Development Director
Investment Director
Corporate Secretary
Legal Counsel
Commercial Director
Strategy Director
Joint Venture Manager
Board Member
Managing Director
Chief Operating Officer
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