Shareholder Management Agreement Template for Switzerland

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Key Requirements PROMPT example:

Shareholder Management Agreement

"I need a Shareholder Management Agreement for our Swiss technology startup that will receive Series A funding in March 2025, including specific provisions for investor board seats and anti-dilution protection for founders."

Document background
The Shareholder Management Agreement is a critical document used when multiple shareholders need to establish clear guidelines for company governance and shareholder relationships under Swiss law. It becomes particularly relevant in situations involving multiple shareholders, family businesses, or companies with complex ownership structures. The agreement typically addresses key aspects such as share transfer restrictions, voting rights, board representation, and dispute resolution mechanisms. This document is essential for preventing potential conflicts and ensuring smooth corporate operations while maintaining compliance with Swiss legal requirements, particularly the Swiss Code of Obligations. The agreement serves as a fundamental governance tool that helps balance the interests of different shareholder groups while providing a clear framework for corporate decision-making and ownership changes.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

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

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Capital and Shareholders: Details of share capital structure, shareholding percentages, and share classes

5. Management and Board Structure: Composition of board, appointment rights, and management structure

6. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights and quorum requirements

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

8. Corporate Governance: Decision-making processes, reserved matters, and governance procedures

9. Information Rights: Shareholders' rights to company information and reporting requirements

10. Deadlock Resolution: Procedures for resolving disputes and deadlock situations

11. Term and Termination: Duration of agreement and circumstances for termination

12. Confidentiality: Obligations regarding confidential information

13. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction

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

Optional Sections

1. Tag-Along Rights: Include when minority shareholder protection is required, giving right to join in sale of shares

2. Drag-Along Rights: Include when majority shareholders need power to force minority shareholders to join in sale

3. Put and Call Options: Include when shareholders want specific share purchase/sale rights under certain conditions

4. Non-Compete Provisions: Include when shareholders should be restricted from competing activities

5. Dividend Policy: Include when specific dividend distribution rules are needed

6. Exit Mechanisms: Include when specific exit strategies like IPO or trade sale need to be addressed

7. Intellectual Property Rights: Include when IP ownership and licensing between shareholders and company needs clarification

8. Employee Shareholders: Include when employees hold shares with specific conditions

9. International Provisions: Include when agreement involves cross-border elements

Suggested Schedules

1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current shareholders and their holdings

2. Schedule 2 - Reserved Matters: List of decisions requiring special majority or unanimous approval

3. Schedule 3 - Company Information: Details of company registration, directors, and key corporate information

4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule 5 - Valuation Methods: Agreed methods for share valuation in various scenarios

6. Schedule 6 - Business Plan: Current business plan and strategic objectives

7. Schedule 7 - Reporting Requirements: Details of required financial and management reports

8. Appendix A - Share Transfer Notice: Template for notice of intention to transfer shares

9. Appendix B - Board Resolution Templates: Standard templates for common board resolutions

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

Financial Services

Technology

Manufacturing

Professional Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Family Businesses

Start-ups and Scale-ups

Private Equity

Venture Capital

Industrial

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Management

Board of Directors

Corporate Secretariat

Compliance

Finance

Investor Relations

Corporate Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Director

Chief Legal Officer

Investment Director

Compliance Officer

Corporate Governance Officer

Managing Director

Shareholder Relations Manager

Private Equity Manager

Family Office Manager

Investment Manager

Corporate Development Director

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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