Subscription And Shareholders Agreement

Subscription And Shareholders Agreement Template for Denmark

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Document background

The Subscription And Shareholders Agreement is a fundamental document used in Danish corporate transactions when a company is seeking new investment while simultaneously establishing the framework for shareholder relationships. This document is typically employed during funding rounds, corporate restructuring, or when bringing in strategic investors. It serves a dual purpose: first, it outlines the terms and conditions under which new shares will be issued and subscribed to, including payment terms and conditions precedent; second, it establishes the comprehensive framework for how shareholders will interact with each other and the company going forward. The agreement must comply with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven), and typically includes provisions for corporate governance, share transfers, exit rights, and minority protections. It's especially relevant for growth companies, scale-ups, and established businesses seeking additional capital or strategic partnerships.

Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investors

2. Background: Context of the transaction, company history, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Subscription for Shares: Details of the share subscription, including number of shares, price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing of the subscription

6. Warranties and Representations: Warranties given by the company, existing shareholders, and new investors

7. Corporate Governance: Board composition, appointment rights, and management structure

8. Shareholder Meetings: Procedures for general meetings, voting rights, and quorum requirements

9. Reserved Matters: Decisions requiring special majority or specific shareholder approval

10. Share Transfer Restrictions: Limitations on share transfers, right of first refusal, and tag-along/drag-along rights

11. Exit Provisions: Procedures and rights relating to company sale, IPO, or other exit events

12. Dividend Policy: Rules governing dividend declarations and distributions

13. Information Rights: Shareholders' rights to company information and financial reports

14. Confidentiality: Obligations regarding confidential information and trade secrets

15. Term and Termination: Duration of the agreement and circumstances for termination

16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Founder Vesting: Used when founders' shares are subject to vesting conditions

2. Anti-dilution Protection: Include when investors require protection against future down-rounds

3. Employee Share Scheme: Required when the company has or plans to implement an employee share option program

4. Intellectual Property Rights: Detailed section needed for technology or IP-heavy companies

5. Non-Competition and Non-Solicitation: Include when restrictions on competitive activities are required

6. Strategic Investor Rights: Used when strategic investors require specific commercial rights or privileges

7. Dead-lock Resolution: Important for 50/50 joint ventures or where specific deadlock concerns exist

8. Put and Call Options: Include when specific shareholders need exit rights through put/call mechanisms

Suggested Schedules

1. Share Capital Table: Current and post-investment shareholding structure

2. Company Information: Detailed corporate information including registration details and directors

3. Subscription Details: Detailed breakdown of share subscription terms and payment mechanics

4. Warranties: Comprehensive list of warranties given by the company and/or selling shareholders

5. Reserved Matters List: Detailed list of matters requiring special approval

6. Board Rules of Procedure: Detailed procedures for board operations and meetings

7. Business Plan: Company's current business plan and financial projections

8. Deed of Adherence: Template for future shareholders to join the agreement

9. Articles of Association: Current or amended articles of association reflecting the agreement

10. Completion Requirements: Detailed list of completion deliverables and requirements

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Subscription And Shareholders Agreement Template for Denmark

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