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Stakeholders Agreement

Stakeholders Agreement Template for Switzerland

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Key Requirements PROMPT example:

Stakeholders Agreement

"Need a Swiss Stakeholders Agreement for a tech startup planning to receive Series A funding in March 2025, with provisions for future investors and employee stock options, ensuring protection of founding members' interests."

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Document background
The Stakeholders Agreement is a fundamental document used in Swiss corporate structures to establish a clear framework for relationships between various stakeholders in a company. It becomes particularly relevant when a company has multiple shareholders, is seeking investment, or undergoes significant structural changes. The agreement, governed by Swiss law, typically includes provisions for share transfers, voting rights, board composition, and dispute resolution mechanisms. It must comply with the Swiss Code of Obligations and other relevant federal legislation while addressing specific needs of the company and its stakeholders. The document is especially crucial for startups seeking investment, family-owned businesses with multiple shareholders, joint ventures, and companies planning for future growth or exit strategies.
Suggested Sections

1. Parties: Identification of all stakeholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Purpose and Scope: Objectives of the agreement and its application scope

5. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and current ownership

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

7. Corporate Governance: Board composition, voting rights, and decision-making processes

8. General Meeting: Rules for conducting shareholder meetings and voting procedures

9. Management and Control: Day-to-day management provisions and control mechanisms

10. Information Rights: Stakeholders' rights to company information and financial reports

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

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

13. Applicable Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. Miscellaneous: Standard provisions including severability, entire agreement, and amendments

Optional Sections

1. Exit Provisions: Detailed procedures for stakeholder exit, including IPO and trade sale scenarios

2. Drag-Along Rights: Rights forcing minority shareholders to join in sale of shares, typically included for private companies

3. Anti-Dilution Protection: Protection mechanisms for existing stakeholders in case of new share issuances

4. Dividend Policy: Specific provisions regarding profit distribution, if not covered in general financial provisions

5. Deadlock Resolution: Mechanisms for resolving deadlock situations, particularly important for 50/50 joint ventures

6. Intellectual Property Rights: Specific provisions regarding IP ownership and licensing, important for technology companies

7. Employee Participation: Provisions for employee share ownership plans or similar schemes

8. Industry-Specific Provisions: Additional provisions required for regulated industries like financial services or healthcare

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current share ownership

2. Articles of Association: Current version of the company's articles of association

3. Board Regulations: Internal regulations governing the board of directors

4. Business Plan: Current business plan and strategic objectives

5. Valuation Methodology: Agreed methods for company/share valuation

6. Share Transfer Procedures: Detailed procedures and forms for share transfers

7. Organizational Structure: Current management and reporting structure

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

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Business Day
Business Plan
Call Option
Company
Confidential Information
Control
Deed of Adherence
Directors
Drag-Along Right
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
General Meeting
Group
Initial Public Offering
Intellectual Property Rights
Major Decisions
Management
Material Adverse Change
Minority Shareholders
Original Shareholders
Parties
Put Option
Qualified Majority
Related Party Transaction
Reserved Matters
Right of First Refusal
Shares
Share Capital
Shareholders
Shareholders' Resolution
Stakeholders
Strategic Investor
Subsidiary
Swiss GAAP
Tag-Along Right
Transfer
Valuation
Voting Rights
Clauses
Definitions
Interpretation
Share Capital and Structure
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholders Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Confidentiality
Anti-Dilution Protection
Exit Provisions
Deadlock Resolution
Representations and Warranties
Term and Termination
Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Relevant Industries

Technology and Software

Financial Services

Manufacturing

Healthcare and Life Sciences

Real Estate

Professional Services

Retail and Consumer Goods

Energy and Utilities

Telecommunications

Media and Entertainment

Industrial and Engineering

Biotechnology

Clean Technology

Food and Beverage

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Finance

Corporate Development

Investor Relations

Risk Management

Corporate Secretary Office

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Managing Director

Board Member

Investment Manager

Corporate Lawyer

Compliance Officer

Legal Director

Private Equity Manager

Venture Capital Manager

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Risk Management Officer

Industries
Swiss Code of Obligations (OR): The primary source of Swiss contract and corporate law, governing formation and content of contracts, shareholders' rights and obligations, and corporate governance principles
Swiss Civil Code (ZGB): Contains fundamental legal principles and rules regarding legal entities, good faith requirements, and abuse of rights doctrine
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (FusG): Regulates structural changes affecting stakeholder rights, including mergers, demergers, and transformations of legal entities
Federal Act on Financial Market Infrastructures (FinfraG): Relevant for disclosure obligations and regulations regarding significant shareholdings in listed companies
Federal Act on Financial Services (FIDLEG): Contains provisions relevant to investor protection and transparency requirements that may affect stakeholder relationships
Swiss Corporate Governance Code: While not legislation per se, provides important guidelines for best practices in corporate governance and stakeholder relations
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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