Minority Shareholder Agreement Template for Switzerland

The Minority Shareholder Agreement is a crucial document used when establishing or formalizing the rights and obligations of minority shareholders within a Swiss corporation. This agreement becomes particularly relevant in situations involving family businesses, startup investments, or corporate restructuring where protecting minority interests is essential. The document, governed by Swiss law, particularly the Code of Obligations, provides comprehensive coverage of shareholder rights, corporate governance mechanisms, and dispute resolution procedures. It typically includes provisions for board representation, voting rights, share transfer restrictions, tag-along and drag-along rights, and information access rights. The agreement ensures that minority shareholders have adequate protection while maintaining the company's operational efficiency and majority shareholders' legitimate interests. Given Switzerland's specific legal requirements and business practices, the agreement must carefully balance these various interests while ensuring compliance with local corporate law.

1. Parties: Identification of all parties to the agreement, including the company, majority shareholders, and minority shareholders

2. Background: Context of the agreement, including company information, shareholding structure, and purpose of the agreement

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

4. Share Ownership and Capital Structure: Details of current shareholding, share classes, and rights attached to shares

5. Minority Shareholder Rights: Core rights of minority shareholders, including voting rights, information rights, and participation rights

6. Board Representation: Rights regarding board representation and appointment of directors

7. Reserved Matters: Decisions requiring minority shareholder approval or special voting majorities

8. Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along rights

9. Exit Rights: Mechanisms for minority shareholders to exit, including put options and drag-along rights

10. Dividend Policy: Agreement on distribution of profits and dividend payments

11. Information Rights: Rights to financial and operational information and inspection rights

12. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information

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

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability