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Advisory Shares Agreement

Advisory Shares Agreement Template for Switzerland

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Key Requirements PROMPT example:

Advisory Shares Agreement

"I need an Advisory Shares Agreement for our Swiss fintech startup to grant shares to a senior AI technology advisor, with quarterly vesting over 2 years starting March 2025, including special provisions for accelerated vesting in case of acquisition."

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Document background
The Advisory Shares Agreement is a crucial document for Swiss companies seeking to attract and retain expert advisors by offering equity compensation instead of or in addition to cash compensation. This agreement type is particularly relevant in the Swiss market where companies, especially in innovative sectors, compete for top talent and expertise. The document comprehensively addresses the terms of the advisory relationship, share rights, vesting conditions, and related obligations while ensuring compliance with Swiss corporate law, securities regulations, and tax requirements. It's commonly used when companies want to align advisors' interests with long-term company success, typically granting them a small equity stake subject to vesting over time. The agreement must be carefully structured to comply with the Swiss Code of Obligations and relevant financial market regulations, particularly regarding share issuance and transfer restrictions.
Suggested Sections

1. Parties: Identification of the company and the advisor, including their full legal names, addresses, and registration details where applicable

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

3. Definitions: Key terms used throughout the agreement, including specific Swiss legal terminology where relevant

4. Appointment and Scope: Terms of advisor appointment, role description, and scope of advisory services

5. Share Grant and Vesting: Details of advisory shares, including number, class, vesting schedule, and conditions

6. Advisory Services: Specific duties, time commitment, and performance expectations of the advisor

7. Representations and Warranties: Declarations by both parties regarding their capacity, authority, and compliance with laws

8. Confidentiality: Protection of company information and trade secrets

9. Intellectual Property: Ownership and assignment of IP created during the advisory relationship

10. Term and Termination: Duration of the agreement and grounds for termination

11. Effects of Termination: Treatment of vested and unvested shares upon different termination scenarios

12. Tax Matters: Tax obligations and responsibilities of both parties under Swiss tax law

13. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Non-Competition: Restrictions on advisor's involvement with competing businesses - optional but recommended for key advisors

2. Share Transfer Restrictions: Additional limitations on share transfers, tag-along/drag-along rights - relevant for companies with multiple shareholders

3. Board Observer Rights: Rights to attend board meetings - applicable for strategic advisors

4. Expense Reimbursement: Terms for reimbursing advisor expenses - needed if advisor will incur expenses

5. Insurance and Indemnification: Protection for advisor actions - important for high-risk advisory roles

6. Alternative Dispute Resolution: Mediation or arbitration procedures - recommended for international advisors

Suggested Schedules

1. Schedule A - Services Description: Detailed outline of advisory services, deliverables, and performance metrics

2. Schedule B - Share Vesting Schedule: Detailed vesting timeline, milestones, and acceleration events

3. Schedule C - Company Information: Current share capital structure and relevant corporate details

4. Schedule D - Share Rights and Restrictions: Detailed terms of the share class being granted

5. Appendix 1 - Board Resolutions: Copy of board resolutions approving the advisory shares issuance

6. Appendix 2 - Tax Elections: Any required Swiss tax forms or elections

7. Appendix 3 - Acceptance Certificate: Form for advisor to formally accept share grants upon vesting

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Advisory Services
Advisor
Agreement
Articles of Association
Board of Directors
Business Day
Cause
Change of Control
Company
Competing Business
Confidential Information
Effective Date
Fair Market Value
General Meeting
Good Leaver
Grant Date
Intellectual Property Rights
IPO
Liquidation Event
Bad Leaver
Parties
Share Register
Shares
Swiss GAAP
Term
Territory
Trade Secrets
Transfer
Unvested Shares
Vested Shares
Vesting Date
Vesting Period
Vesting Schedule
Drag-along Rights
Tag-along Rights
Material Breach
Milestone
Permanent Disability
Qualifying Service
Related Persons
Share Capital
Shareholders' Agreement
Strategic Transaction
Termination Date
Voting Rights
Clauses
Appointment
Advisory Services
Share Grant
Vesting
Service Conditions
Advisor Obligations
Company Obligations
Representations and Warranties
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Share Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Term
Termination
Effects of Termination
Tax Compliance
Data Protection
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Indemnification
Share Certificates
Board Rights
Information Rights
Expenses
Further Assurance
Counterparts
Relevant Industries

Technology

Financial Services

Biotechnology

Healthcare

Professional Services

Manufacturing

Clean Technology

Software

E-commerce

Telecommunications

Life Sciences

Consumer Goods

Education Technology

Digital Media

Consulting

Relevant Teams

Legal

Human Resources

Executive Management

Board of Directors

Corporate Governance

Finance

Company Secretariat

Compensation

Business Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Head of Human Resources

Board Member

Company Director

Legal Counsel

Corporate Lawyer

HR Director

Compensation Manager

Company Founder

Managing Director

Chief Operating Officer

Startup Founder

Business Development Executive

Strategic Advisor

Industries
Swiss Code of Obligations (CO): Primary source of Swiss corporate and contract law, particularly Articles 620-763 governing stock corporations (Aktiengesellschaft) and Articles 698-726 on corporate governance and shareholder rights
Swiss Financial Market Infrastructure Act (FMIA): Regulates securities trading and disclosure requirements, particularly relevant if the shares involve a public company or may be traded on a securities exchange
Swiss Federal Act on Securities and Stock Exchanges: Governs the issuance and trading of securities, including requirements for share transfers and restrictions
Swiss Employment Law (within CO): Articles 319-362 of the Code of Obligations, relevant for determining the nature of the advisory relationship and preventing misclassification of employment relationships
Swiss Federal Direct Tax Act: Governs taxation of equity compensation and capital gains, particularly relevant for the tax treatment of advisory shares
Swiss Corporate Governance Code: Best practice recommendations for corporate governance, particularly relevant for listed companies or those planning to list
Swiss Civil Code: Contains fundamental principles of Swiss law that may affect the interpretation and execution of the agreement
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant for provisions regarding company restructuring and its impact on advisory shares
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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