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Shareholders Agreement Joint Venture Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Shareholders Agreement Joint Venture is a crucial document used when two or more parties wish to establish a joint business venture under Swiss law. This agreement is particularly relevant in Switzerland due to its stable legal framework and position as an international business center. The document serves multiple purposes: it defines the relationships between shareholders, establishes corporate governance mechanisms, outlines capital contributions and financing obligations, and provides for business operation procedures. It includes specific provisions required under Swiss corporate law while accommodating international business practices. The agreement is typically used for new joint ventures, strategic partnerships, or when restructuring existing business relationships, and must comply with Swiss Code of Obligations requirements while protecting shareholders' interests.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Manufacturing

Technology

Financial Services

Pharmaceuticals

Engineering

Consumer Goods

Real Estate

Energy

Telecommunications

Professional Services

Healthcare

Infrastructure

Biotechnology

Industrial

Transport & Logistics

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Executive Leadership

Finance

Strategy

Commercial

Corporate Secretariat

Business Development

Compliance

Risk Management

Corporate Governance

Relevant Roles

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

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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