Document background
The Subscription And Shareholders Agreement is a fundamental document in Swiss corporate transactions, particularly used when new investors are joining a company while simultaneously establishing the framework for ongoing shareholder relationships. This agreement type is essential for private equity investments, venture capital funding rounds, and corporate restructurings under Swiss law. It combines elements of both investment documentation and shareholder arrangements, covering crucial aspects such as share subscription mechanics, payment terms, warranties, corporate governance, share transfer restrictions, and exit provisions. The document must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations, while often incorporating international best practices for investor protection and corporate governance. It's typically used in private company contexts where shareholders wish to establish clear rights, obligations, and procedures beyond those provided by default in the articles of association.
