Shareholder Investment Agreement Template for Switzerland

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Key Requirements PROMPT example:

Shareholder Investment Agreement

"I need a Shareholder Investment Agreement for a Series A investment round where a venture capital firm is investing CHF 5 million for a 25% stake in our Swiss biotech startup, with specific provisions for intellectual property protection and research milestone-based investment tranches to be completed by March 2025."

Document background
The Shareholder Investment Agreement is a crucial document used when a company is seeking or receiving new investment, whether from venture capital firms, private equity investors, or strategic partners. It serves as the cornerstone agreement defining the terms of investment and ongoing relationships between shareholders under Swiss law. The document typically comes into play during funding rounds, strategic investments, or corporate restructuring, and must comply with Swiss corporate law requirements, particularly the Swiss Code of Obligations. It includes detailed provisions covering share subscription, valuation, corporate governance, shareholder rights and obligations, share transfer restrictions, and exit mechanisms. The agreement is particularly important in Switzerland's sophisticated business environment, where it must balance international investment practices with local legal requirements.
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 investment, current company structure, and purpose of the agreement

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

4. Investment Terms: Details of the investment including amount, share price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing

6. Warranties and Representations: Warranties from the company, existing shareholders, and investors

7. Share Capital and Classes of Shares: Description of share capital structure and rights attached to different share classes

8. Corporate Governance: Board composition, appointment rights, and decision-making processes

9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings and voting rights

10. Reserved Matters: List of decisions requiring special majority or investor consent

11. Share Transfer Restrictions: Limitations on share transfers and pre-emptive rights

12. Exit Provisions: Terms governing exits including drag-along and tag-along rights

13. Confidentiality: Obligations regarding confidential information

14. Term and Termination: Duration of the agreement and termination provisions

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

Optional Sections

1. Anti-Dilution Protection: Protection for investors against future down rounds, typically included for venture capital investments

2. Liquidation Preference: Preferential rights on liquidation, typically included for preferred share investments

3. Dividend Rights: Specific dividend policies and preferences, if not covered in share class rights

4. Information Rights: Specific reporting and information access rights, particularly important for minority investors

5. Non-Compete and Non-Solicitation: Restrictions on competitive activities, typically for founder-shareholders

6. Strategic Cooperation: Terms of business cooperation, relevant for strategic investors

7. Employee Share Option Pool: Provisions for employee share schemes, if planned

8. Intellectual Property Rights: Specific IP provisions, particularly important for technology companies

Suggested Schedules

1. Capital Structure: Detailed breakdown of shareholding pre and post-investment

2. Warranties: Detailed warranties given by the company and existing shareholders

3. Company Information: Key company information including corporate documents and material contracts

4. Business Plan: Company's business plan and financial projections

5. Completion Requirements: Detailed list of completion deliverables and requirements

6. Board Regulations: Detailed procedures for board operations and meetings

7. Reserved Matters List: Comprehensive list of matters requiring special approval

8. Form of Deed of Adherence: Template for new shareholders joining the agreement

9. Key Performance Indicators: Specific performance metrics for monitoring purposes

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

Healthcare

Manufacturing

Real Estate

Biotechnology

Software

E-commerce

Clean Energy

Consumer Goods

Professional Services

Media and Entertainment

Telecommunications

Life Sciences

Infrastructure

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Compliance

Investment

Corporate Secretariat

Risk Management

Strategic Planning

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Managing Director

Board Member

Company Secretary

Chief Legal Officer

Investment Director

Corporate Development Manager

Venture Capital Partner

Private Equity Director

Compliance Officer

Financial Controller

Industries
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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