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Shadow Equity Agreement Template for Denmark

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Shadow Equity Agreement

Document background
The Shadow Equity Agreement is designed for companies operating under Danish law who wish to incentivize key employees or contractors without diluting actual shareholding. This document type is particularly valuable for private companies, startups, and subsidiaries of foreign entities where direct equity participation might be complicated by corporate structure or shareholder restrictions. The agreement creates a contractual framework that simulates share ownership, providing beneficiaries with financial rights similar to those of shareholders while maintaining the company's existing ownership structure. It includes comprehensive provisions for vesting, valuation, and payment triggers, all structured to comply with Danish corporate, employment, and tax regulations. The document is especially relevant in scenarios where traditional equity arrangements are impractical or undesirable, offering a flexible alternative that achieves similar incentivization goals.
Suggested Sections

1. Parties: Identification of the company and the beneficiary of the shadow equity rights

2. Background: Context of the agreement, relationship between parties, and purpose of the shadow equity grant

3. Definitions: Key terms including Shadow Equity Units, Fair Market Value, Exit Event, Vesting Period, and other technical terms used throughout the agreement

4. Grant of Shadow Equity: Number of shadow equity units granted and their nominal value or percentage representation

5. Nature of Shadow Equity Rights: Clear statement that rights are contractual only and do not constitute actual equity ownership or company membership rights

6. Vesting Provisions: Vesting schedule, conditions, and requirements for shadow equity rights to become exercisable

7. Valuation Mechanics: Method for calculating the value of shadow equity units, including timing and procedure for valuations

8. Payment Triggers: Events that trigger payment obligations (e.g., exit events, predetermined dates) and calculation methods

9. Termination Provisions: Effect of employment termination or other relationship changes on shadow equity rights

10. Confidentiality: Obligations regarding confidential information related to the shadow equity arrangement

11. Taxes and Costs: Responsibility for taxes, withholding obligations, and other costs related to the shadow equity

12. General Provisions: Standard legal provisions including governing law, amendments, notices, and entire agreement clause

Optional Sections

1. Non-Competition and Non-Solicitation: Required when the agreement needs to include restrictions on competitive activities and employee/client solicitation

2. Tag-Along Rights: Include when shadow equity holders should have the right to participate in certain company transactions

3. Anti-Dilution Protection: Include when protection against dilution of shadow equity value is desired

4. Dispute Resolution: Specific dispute resolution procedures beyond standard court jurisdiction, such as arbitration

5. Currency Provisions: Required for international agreements where multiple currencies may be involved

6. Information Rights: Include when shadow equity holders should receive specific company information or financial reports

Suggested Schedules

1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates and percentages

2. Schedule 2 - Valuation Methodology: Detailed formula and examples for calculating shadow equity value

3. Schedule 3 - Notice of Exercise Form: Template form for exercising shadow equity rights when applicable

4. Schedule 4 - Worked Examples: Numerical examples showing how payments would be calculated in various scenarios

5. Appendix A - Consent Forms: Required forms and approvals from relevant parties

6. Appendix B - Tax Treatment Summary: Summary of applicable tax treatment under Danish law for reference

Authors

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Relevant Industries
Relevant Teams
Relevant Roles
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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