Equity Participation Agreement Template for Switzerland

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Key Requirements PROMPT example:

Equity Participation Agreement

"I need an Equity Participation Agreement under Swiss law for a Series A investment where a venture capital firm will acquire 25% of our tech startup's shares, with specific provisions for board representation and anti-dilution protection."

Document background
The Equity Participation Agreement is a crucial document used in Swiss corporate transactions when new investors are acquiring ownership stakes in a company. It is particularly relevant for startup investments, corporate restructuring, and strategic partnerships. The agreement must comply with Swiss law, especially the Code of Obligations (OR/CO) and relevant financial market regulations. It typically includes detailed provisions on share issuance, valuation, corporate governance, shareholder rights, and exit mechanisms. This document is essential for both private and institutional investors, requiring careful consideration of Swiss corporate law requirements, tax implications, and regulatory compliance. The agreement often serves as the primary transaction document in equity investments, working alongside other corporate documents such as the Articles of Association and Shareholders' Agreement.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investor(s)

2. Background: Context of the transaction, including company history, current capitalization, and purpose of the investment

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription and Purchase: Details of the equity participation, including number of shares, price, and payment terms

5. Closing Conditions: Conditions precedent to the completion of the investment

6. Representations and Warranties: Statements of fact by the company and existing shareholders about the company's condition

7. Covenants: Ongoing obligations of the parties, including company management and information rights

8. Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights

9. Corporate Governance: Board composition, voting rights, and decision-making processes

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

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale

3. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds

4. Employee Participation: Terms for employee share ownership if part of the transaction

5. Dividend Policy: Specific provisions regarding distribution of profits

6. Exit Rights: Specific provisions regarding IPO or sale of the company

7. Non-Competition: Restrictions on competitive activities by shareholders

8. Intellectual Property Rights: Special provisions regarding IP ownership and licensing if relevant to the investment

Suggested Schedules

1. Schedule 1: Capital Structure: Detailed breakdown of company's share capital before and after investment

2. Schedule 2: Subscription Details: Detailed terms of the share subscription including payment instructions

3. Schedule 3: Warranties: Comprehensive list of company warranties

4. Schedule 4: Company Information: Key company information including financial statements and material contracts

5. Schedule 5: Articles of Association: Current or proposed Articles of Association reflecting the investment

6. Schedule 6: Shareholders' Agreement: Form of shareholders' agreement if separate from main agreement

7. Schedule 7: Board Regulations: Internal regulations for board operations and procedures

8. Appendix A: Closing Checklist: List of all documents and actions required for closing

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Real Estate

Professional Services

Energy

Consumer Goods

Telecommunications

Life Sciences

Media and Entertainment

Clean Technology

Education

Retail

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Corporate Secretariat

Business Development

Strategy

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Private Equity Director

Corporate Secretary

Finance Director

Legal Counsel

Investment Banker

Board Member

Managing Director

Business Development Director

Corporate Development Manager

Compliance Officer

Head of M&A

Strategy Director

Industries
Swiss Code of Obligations (CO): Primary source for contract law and corporate matters, particularly Articles 620-763 governing corporations (AG/SA) and Articles 772-827 governing limited liability companies (GmbH/Sàrl). Contains provisions on share transfers, shareholder rights, and corporate governance.
Swiss Civil Code (CC): Provides fundamental legal principles and general provisions applicable to all private law matters, including legal capacity and general contract principles.
Federal Act on Financial Market Infrastructures (FMIA): Relevant for listed companies and when dealing with publicly traded shares, including disclosure obligations and insider trading regulations.
Swiss Merger Act (FusG): Important for restructuring provisions and protection of shareholder rights in case of corporate restructuring or merger scenarios.
Federal Act on Direct Federal Taxation (DBG): Contains provisions on taxation of equity participations, including capital gains, dividend taxation, and employee participation schemes.
Swiss Federal Act on Stock Exchanges and Securities Trading (SESTA): Relevant for transactions involving listed companies and securities trading regulations.
Federal Act on Employment in Trade and Industry (Employment Act): May be relevant if the equity participation is part of an employee participation program or compensation scheme.
Federal Act on Collective Investment Schemes (CISA): Applicable if the equity participation involves investment vehicles or collective investment schemes.
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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