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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."
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
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
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
Articles of Association
Board
Business Day
Business Plan
Chairman
Change of Control
Commercially Reasonable Efforts
Company
Confidential Information
Control
Deadlock
Deed of Adherence
Directors
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
General Meeting
Group
Independent Director
Independent Expert
Initial Business Plan
Intellectual Property Rights
IPO
Management
Material Adverse Change
Ordinary Resolution
Parent Company
Parties
Permitted Transferee
Qualified IPO
Quorum
Related Party Transaction
Reserved Matters
Restricted Territory
Share Capital
Shareholder
Share Transfer
Special Resolution
Subsidiary
Swiss GAAP
Tag-Along Right
Transfer Notice
Drag-Along Right
Valuation
Voting Rights
Share Ownership
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Corporate Governance
Deadlock Resolution
Dispute Resolution
Exit Provisions
IPO Rights
Anti-Dilution
Representations and Warranties
Share Valuation
Default
Remedies
Term and Termination
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
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
Legal
Corporate Governance
Executive Management
Board of Directors
Corporate Secretariat
Compliance
Finance
Investor Relations
Corporate Development
Risk Management
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
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