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Venture Capital Shareholders Agreement
"I need a Venture Capital Shareholders Agreement for a Series A investment in my Swiss biotech startup, with provisions for multiple investment tranches tied to development milestones and special focus on IP protection clauses."
1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and venture capital investors
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Capital Structure: Description of the company's share capital, classes of shares, and ownership structure
5. Investment Terms: Details of the investment amount, valuation, and share subscription
6. Shareholders' Rights and Obligations: Core rights and obligations of all shareholders, including voting rights and share transfer restrictions
7. Board Composition and Governance: Structure and appointment rights for the board of directors, voting majorities, and reserved matters
8. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds
9. Tag-Along and Drag-Along Rights: Exit-related provisions for share sales and company transfers
10. Information and Reporting Rights: Requirements for financial and operational reporting to shareholders
11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Preference Rights: Additional rights for preferred shareholders, used when creating preferred share classes
2. Founder Vesting: Vesting provisions for founder shares, typically used for early-stage startups
3. Employee Stock Option Pool: Structure and terms of ESOP, included when employee participation is planned
4. Right of First Refusal: Detailed ROFR provisions, used when specific share transfer control is needed
5. Put and Call Options: Specific share purchase rights, included for particular exit scenarios
6. Strategic Investor Rights: Special provisions for strategic investors, used when strategic partners are involved
7. Intellectual Property Rights: Detailed IP provisions, important for technology companies
8. Dead Lock Resolution: Specific procedures for resolving deadlocks, important for 50/50 joint ventures
1. Cap Table: Current and post-investment capitalization table
2. Business Plan: Company's current business plan and financial projections
3. Articles of Association: Current or amended articles of association
4. Board Regulations: Detailed regulations governing board operations
5. Anti-dilution Calculations: Formula and examples for anti-dilution adjustments
6. Key Performance Indicators: Defined KPIs for reporting purposes
7. Warranties: Detailed warranties given by the company and existing shareholders
8. Share Transfer Restrictions: Detailed procedures and restrictions for share transfers
9. Investment Milestones: Specific milestones tied to investment tranches if applicable
10. Existing IP Rights: Schedule of company's existing intellectual property
Authors
Technology
Biotechnology
Fintech
Healthcare
Clean Technology
Software
E-commerce
Digital Services
Medical Devices
Artificial Intelligence
Renewable Energy
Consumer Technology
Enterprise Software
Deep Technology
Industrial Technology
Legal
Executive
Corporate Development
Finance
Compliance
Investor Relations
Board of Directors
Corporate Secretariat
Risk Management
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Board Member
Company Secretary
Chief Legal Officer
Investment Director
Managing Partner
Corporate Development Director
Chief Operating Officer
Compliance Officer
Investment Analyst
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