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Subscription Agreement Private Placement Template for Switzerland

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Key Requirements PROMPT example:

Subscription Agreement Private Placement

"I need a Subscription Agreement Private Placement under Swiss law for a Series B funding round in a biotech startup, with provisions for qualified institutional investors and specific clauses for anti-dilution protection and information rights, to be completed by March 2025."

Document background
The Subscription Agreement Private Placement is a crucial document used in Swiss private capital markets for non-public offerings of securities. It is typically employed when companies or investment vehicles seek to raise capital from a limited number of qualified investors, without conducting a public offering. The document must comply with Swiss financial regulations, particularly the Financial Services Act (FinSA/FIDLEG) and related ordinances, and includes detailed provisions for subscription mechanics, investor qualifications, and regulatory compliance. This agreement is essential for private placements in Switzerland and includes specific provisions for anti-money laundering compliance, investor representations, and risk disclosures required under Swiss law. It serves as the primary contractual framework between the issuer and subscriber, documenting the terms of investment and ensuring regulatory compliance in private capital raising transactions.
Suggested Sections

1. Parties: Identification of the issuer/company and the subscriber/investor

2. Background: Context of the private placement, including brief description of the offering

3. Definitions: Key terms used throughout the agreement

4. Subscription and Payment: Details of the securities being subscribed for and payment terms

5. Closing Conditions: Conditions precedent to the completion of the subscription

6. Investor Representations and Warranties: Confirmations regarding investor status, eligibility, and compliance with private placement requirements

7. Issuer Representations and Warranties: Standard company representations about authority, valid issuance, and compliance

8. Anti-Money Laundering Provisions: Compliance with Swiss AML regulations and required verifications

9. Notices: Communication procedures between parties

10. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction

11. General Provisions: Standard boilerplate including amendments, assignment, and severability

Optional Sections

1. Tag-Along Rights: Include when existing shareholders have tag-along rights that affect new subscribers

2. Drag-Along Rights: Include when majority shareholders have drag-along rights that affect new subscribers

3. Lock-up Provisions: Include when there are transfer restrictions on the subscribed securities

4. Board Appointment Rights: Include when the subscription gives rights to board representation

5. Information Rights: Include when specific information rights are granted to the subscriber

6. Pre-emptive Rights: Include when the subscriber is granted rights in future funding rounds

7. Non-Competition and Non-Solicitation: Include for strategic investors who may have access to sensitive information

Suggested Schedules

1. Subscription Details: Schedule detailing number of securities, price, and payment details

2. Investor Questionnaire: Due diligence questionnaire to verify investor status and eligibility

3. Risk Factors: Detailed description of investment risks as required by FinSA

4. Copy of Constitutional Documents: Company's articles of association and other relevant corporate documents

5. KYC/AML Documentation Requirements: List of required documents for anti-money laundering compliance

6. Form of Share Certificate: If applicable, the form of physical share certificate to be issued

7. Summary of Rights: Summary of rights attached to the subscribed securities

8. Wire Transfer Instructions: Banking details for subscription payment

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

Financial Services

Technology

Healthcare

Real Estate

Industrial Manufacturing

Clean Energy

Biotechnology

Infrastructure

Private Equity

Venture Capital

Professional Services

Digital Assets

Life Sciences

Consumer Goods

Telecommunications

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Treasury

Risk Management

Investment Management

Corporate Secretariat

Investor Relations

Deal Advisory

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Compliance Officer

Investment Manager

Corporate Secretary

Finance Director

Legal Counsel

Investment Banking Associate

Private Equity Manager

Fund Manager

Risk Manager

Corporate Development Director

Treasury Manager

Investor Relations Manager

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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