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Advisory Shares Agreement Generator for the USA

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Key Requirements PROMPT example:

Advisory Shares Agreement

"I need an Advisory Shares Agreement for a California-based tech startup to bring on a senior industry expert as an advisor, offering 1% equity vesting over 24 months with a 6-month cliff, starting January 2025."

Document background
The Advisory Shares Agreement is commonly used by U.S. companies, particularly startups and growth-stage businesses, to attract and retain experienced advisors without requiring cash compensation. This agreement type is essential when companies want to align advisor interests with long-term company success through equity ownership. The document typically includes specific details about the advisory relationship, equity compensation structure, vesting terms, and related obligations. An Advisory Shares Agreement must be carefully structured to comply with U.S. federal securities laws, state regulations, and tax requirements, particularly regarding equity compensation and securities registration exemptions. It serves as a critical tool for formalizing advisory relationships while protecting both the company's and advisor's interests through clear terms and conditions.
Suggested Sections

1. Parties: Identification of the company and the advisor

2. Background: Context of the advisory relationship and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Advisory Services: Scope and nature of advisory services to be provided

5. Share Grant: Details of equity compensation, including number of shares and type

6. Vesting Schedule: Terms and timeline for share vesting

7. Confidentiality: Provisions regarding confidential information

8. Term and Termination: Duration of agreement and termination conditions

Optional Sections

1. Parties: Identification of the company and the advisor

2. Background: Context of the advisory relationship and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Advisory Services: Scope and nature of advisory services to be provided

5. Share Grant: Details of equity compensation, including number of shares and type

6. Vesting Schedule: Terms and timeline for share vesting

7. Confidentiality: Provisions regarding confidential information

8. Term and Termination: Duration of agreement and termination conditions

Suggested Schedules

1. Schedule A - Services Description: Detailed outline of advisory services

2. Schedule B - Vesting Schedule: Detailed vesting terms and milestones

3. Schedule C - Share Details: Specific information about share class and rights

4. Form of Stock Power: Document for transferring share ownership

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

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Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and providing exemptions, fundamental for any equity compensation arrangement including advisory shares

Securities Exchange Act of 1934: Federal law governing secondary trading of securities and establishing SEC oversight, relevant for any transferable equity compensation

Blue Sky Laws: State-specific securities regulations that may require additional compliance measures for equity compensation agreements

IRC Section 83: Tax code section governing property transferred in connection with performance of services, crucial for timing of taxation on equity grants

IRC Section 409A: Regulations concerning deferred compensation, including certain equity arrangements, with strict requirements to avoid tax penalties

IRC Section 422: Tax code section relating to stock options and their treatment, relevant if advisory agreement includes option grants

Fair Labor Standards Act: Federal employment law that may apply if the advisor could be classified as an employee rather than independent contractor

State Corporate Laws: Laws governing corporate operations in the state of incorporation, affecting ability to issue equity and corporate governance requirements

Rule 701: SEC exemption from registration requirements for equity compensation issued to employees, consultants, and advisors

Regulation D: SEC regulations providing exemptions for private placement of securities, may be relevant for equity grants to advisors

IP Protection Laws: Federal and state laws governing intellectual property rights and protection, crucial for IP assignment provisions in advisory agreements

State Contract Laws: General contract formation and enforcement rules specific to each state, governing the fundamental validity of the agreement

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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