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Pooling Agreement for Germany

Pooling Agreement Template for Germany

A Pooling Agreement under German law (Poolvertrag) is a legally binding contract that establishes and governs the consolidation of assets, voting rights, or other interests among multiple parties. The document, governed by German civil and commercial law, outlines the terms for joint exercise of rights, decision-making processes, and management of pooled interests. It includes detailed provisions for pool formation, asset management, voting procedures, transfer restrictions, and termination conditions, while ensuring compliance with German corporate and securities regulations.

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What is a Pooling Agreement?

A Pooling Agreement is essential when multiple parties wish to consolidate their interests, voting rights, or assets for unified management and control. This document type is commonly used in German corporate and investment contexts where shareholders or investors seek to enhance their collective influence or efficiently manage shared interests. The agreement must comply with German legal requirements, particularly the Civil Code (BGB), Commercial Code (HGB), and relevant corporate regulations. A Pooling Agreement typically includes comprehensive provisions covering pool formation, governance structure, voting mechanisms, transfer restrictions, and termination procedures. It's particularly valuable in scenarios involving family-owned businesses, corporate restructuring, investment consortiums, or when shareholders wish to act as a unified group.

What sections should be included in a Pooling Agreement?

1. Parties: Identification of all pool members and their legal status

2. Background: Context of the pooling arrangement and its objectives

3. Definitions: Key terms used throughout the agreement

4. Pool Formation: Establishment of the pool, initial contributions, and pool objectives

5. Pool Assets: Description of assets to be pooled and their treatment

6. Voting Rights and Decision Making: Procedures for exercising voting rights and making pool decisions

7. Management of Pool: Governance structure and management responsibilities

8. Transfer Restrictions: Limitations on transfer of pool interests and pooled assets

9. Term and Termination: Duration of the pool and circumstances for termination

10. Confidentiality: Protection of confidential information and trade secrets

11. Notices: Communication procedures between pool members

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

13. Miscellaneous: Standard boilerplate provisions including severability and amendments

What sections are optional to include in a Pooling Agreement?

1. External Pool Manager: Required when a third-party manager is appointed to administer the pool

2. Distribution Policy: Include when the pool generates regular income or requires specific distribution rules

3. Tag-Along Rights: Include for pools involving corporate shares where minority protection is needed

4. Drag-Along Rights: Include for pools involving corporate shares where majority forced exit rights are desired

5. Compliance Requirements: Required when pooled assets are subject to specific regulatory requirements

6. Pool Committee: Include when a formal committee structure is needed for pool governance

7. Dispute Resolution: Optional detailed ADR procedures beyond standard jurisdiction clause

What schedules should be included in a Pooling Agreement?

1. Schedule 1 - Pool Assets: Detailed list and description of all assets contributed to the pool

2. Schedule 2 - Initial Capital Contributions: Specification of each member's initial contribution

3. Schedule 3 - Voting Procedures: Detailed voting mechanisms and majority requirements

4. Schedule 4 - Management Procedures: Detailed procedures for pool management and administration

5. Schedule 5 - Member Contact Details: Contact information for all pool members

6. Appendix A - Pool Valuation Methods: Methodology for valuing pool assets and interests

7. Appendix B - Form of Transfer Notice: Standard form for notifying transfer of pool interests

8. Appendix C - Compliance Checklist: Regulatory compliance requirements and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions






































Clauses






























Relevant Industries

Banking & Financial Services

Investment Management

Private Equity

Corporate Services

Real Estate

Family Offices

Asset Management

Manufacturing

Technology

Infrastructure

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Investment Management

Shareholder Relations

Corporate Secretariat

Risk Management

Asset Management

Treasury

Relevant Roles

Legal Counsel

Corporate Lawyer

Investment Manager

Chief Legal Officer

Corporate Secretary

Chief Financial Officer

Compliance Officer

Investment Director

Portfolio Manager

Managing Director

Shareholder Relations Manager

Corporate Governance Officer

Trust Administrator

Asset 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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