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Share Retention Agreement

Share Retention Agreement Template for Netherlands

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Key Requirements PROMPT example:

Share Retention Agreement

"I need a Share Retention Agreement under Dutch law for our tech company's post-IPO scenario, requiring key founders to retain 75% of their shares until March 2025, with exceptions for estate planning and charitable donations."

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Document background
Share Retention Agreements are crucial instruments in Dutch corporate governance, particularly following significant corporate events or investments. These agreements are commonly used after IPOs, during corporate restructurings, or in private equity transactions to ensure stability in share ownership and align shareholder interests with long-term company objectives. The document typically specifies the duration of retention periods, permitted exceptions for transfers, and compliance requirements under Dutch law. It's essential for maintaining investor confidence, ensuring business continuity, and meeting regulatory requirements, especially in regulated sectors. The agreement must comply with Dutch corporate law principles, including the Dutch Civil Code (Burgerlijk Wetboek) and relevant EU regulations.
Suggested Sections

1. Parties: Identification of the contracting parties, including the company, shareholders subject to retention obligations, and any other relevant parties

2. Background: Context of the agreement, including company structure, reason for share retention requirements, and any relevant corporate history

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific Dutch law terms

4. Retention Obligations: Core obligations regarding share retention, including duration, percentage of shares to be retained, and any graduated release provisions

5. Transfer Restrictions: Specific restrictions on share transfers, including prohibited transfers and permitted exceptions

6. Compliance Requirements: Obligations for maintaining compliance, including reporting requirements and documentation

7. Duration and Termination: Term of the agreement and circumstances under which it can be terminated

8. Enforcement and Remedies: Consequences of breach and available remedies, including specific performance and damages

9. Confidentiality: Obligations regarding confidential information and announcement restrictions

10. Notices: Process and requirements for formal communications between parties

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendment procedures

Optional Sections

1. Employment Link: Used when share retention is connected to employment terms, including provisions for termination of employment

2. Share Classes: Required when different classes of shares are subject to different retention requirements

3. Corporate Approvals: Needed when specific corporate body approvals are required for certain actions

4. Tag-Along Rights: Optional protection for minority shareholders in case of permitted transfers

5. Drag-Along Rights: Optional mechanism to force minority shareholders to join in permitted transfers

6. Tax Provisions: Specific provisions dealing with tax implications of share retention and transfers

7. Authority Notifications: Required for regulated entities needing to notify regulatory authorities of ownership changes

Suggested Schedules

1. Schedule 1 - Share Ownership Details: Current share ownership information, including number and class of shares held by each party

2. Schedule 2 - Retention Schedule: Detailed timeline of retention requirements and any graduated release provisions

3. Schedule 3 - Permitted Transfers: Specific circumstances and conditions under which transfers are permitted

4. Schedule 4 - Deed of Adherence: Form for new shareholders to agree to be bound by the retention agreement

5. Schedule 5 - Corporate Resolutions: Copies of relevant corporate approvals and resolutions

6. Appendix A - Calculation Methods: Methods for calculating retention requirements and any adjustments

7. Appendix B - Reporting Templates: Standard forms for periodic reporting of share ownership and compliance

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions


















































Clauses



































Relevant Industries

Financial Services

Technology

Professional Services

Manufacturing

Healthcare

Energy

Real Estate

Telecommunications

Private Equity

Family Businesses

Listed Companies

Regulated Industries

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Executive Management

Board of Directors

Shareholder Relations

Risk Management

Corporate Governance

Investment Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Legal

Compliance Officer

Board Member

Managing Director

Investment Manager

Corporate Lawyer

Senior Legal Counsel

Shareholder Relations Manager

Corporate Governance Officer

Risk Manager

Company Director

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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