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Shareholder Contract
"I need a Shareholder Contract for a Swiss technology startup with three founding shareholders and one venture capital investor, focusing on anti-dilution protection and future funding rounds, with expected completion by March 2025."
1. Parties: Identification of all shareholders and the company, including full legal names, addresses, and registration details
2. Background: Context of the agreement, company information, and purpose of the shareholder agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Share Capital and Shareholders: Details of company's share capital structure and current shareholdings
5. Transfer Restrictions: Restrictions on share transfers, including right of first refusal and tag-along/drag-along rights
6. Corporate Governance: Board composition, appointment rights, voting arrangements, and management structure
7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights and majorities
8. Dividend Policy: Framework for profit distribution and dividend payments
9. Information Rights: Shareholders' rights to company information and financial reports
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Term and Termination: Duration of the agreement and circumstances for termination
12. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Exit Provisions: Detailed procedures for company sale, IPO, or other exit scenarios - include for growth-oriented companies
2. Anti-dilution Protection: Provisions protecting shareholders from dilution in future funding rounds - relevant for companies planning future capital raises
3. Intellectual Property Rights: Provisions regarding IP ownership and licensing - important for technology or innovation-focused companies
4. Non-Competition and Non-Solicitation: Restrictions on competitive activities - relevant when shareholders are active in the business
5. Dead-lock Resolution: Procedures for resolving shareholder disputes - important for 50/50 joint ventures or companies with equal shareholders
6. Put and Call Options: Rights to force purchase or sale of shares - useful for planned exit scenarios or specific triggers
7. Employment Provisions: Terms for shareholder-employees - relevant when shareholders are also employees
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, numbers, and ownership percentages
2. Schedule 2: Articles of Association: Current articles of association of the company
3. Schedule 3: Board Regulations: Internal regulations governing board operations and procedures
4. Schedule 4: Business Plan: Current business plan and financial projections
5. Schedule 5: Share Transfer Deed: Template for share transfer documentation
6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7: Reserved Matters: List of decisions requiring special majorities or unanimous consent
8. Schedule 8: Valuation Methodology: Agreed methods for share valuation in various scenarios
Authors
Articles of Association
Board
Board Regulations
Business
Business Day
Business Plan
Company
Completion
Confidential Information
Control
Deed of Adherence
Directors
Drag-along Notice
Drag-along Right
Encumbrance
Event of Default
Exercise Notice
Exit
Fair Market Value
Financial Year
General Meeting
Group
Holding Company
Independent Expert
Initial Public Offering (IPO)
Intellectual Property Rights
Major Decisions
Material Breach
New Securities
Ordinary Shares
Parent Company
Parties
Permitted Transfer
Pre-emption Rights
Qualified Majority
Related Party Transaction
Reserved Matters
ROFR Notice
Share Capital
Share Transfer
Shareholders
Shareholders' Meeting
Shares
Subsidiary
Swiss GAAP
Tag-along Notice
Tag-along Right
Territory
Third Party
Transfer
Valuation
Working Day
Definitions
Share Ownership
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Exit Rights
Put and Call Options
Deadlock Resolution
Default
Termination
Representations and Warranties
Share Valuation
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Amendment
Waiver
Technology
Manufacturing
Financial Services
Professional Services
Real Estate
Healthcare
Retail
Energy
Transportation
Media and Entertainment
Agriculture
Construction
Education
Hospitality
Telecommunications
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretary Office
Compliance
Finance
Investment Relations
Risk Management
Strategic Planning
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Legal Director
Investment Manager
Corporate Lawyer
Managing Director
Board Member
Shareholder Relations Manager
Company Director
Compliance Officer
Corporate Governance Officer
Business Development Director
Private Equity Manager
Venture Capital Manager
Risk Manager
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