Stock Investment Agreement Template for Switzerland

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Key Requirements PROMPT example:

Stock Investment Agreement

"I need a Stock Investment Agreement under Swiss law for a venture capital firm investing CHF 5 million in a tech startup, with the closing planned for March 2025, including standard minority investor protections and board representation rights."

Document background
The Stock Investment Agreement is a critical legal document used when an investor seeks to acquire shares in a company under Swiss jurisdiction. It serves as the primary contract governing equity investments, whether for minority stakes or controlling interests. The agreement must comply with Swiss corporate law, particularly the Swiss Code of Obligations, and financial market regulations. It is essential for documenting the terms of investment, protecting both investor and company interests, and ensuring regulatory compliance. The document typically comes into play during funding rounds, strategic investments, or when companies seek growth capital. It includes detailed provisions on share valuation, transfer restrictions, investor rights, and corporate governance matters, all structured within the Swiss legal framework.
Suggested Sections

1. Parties: Identification of the investor(s), company, and any other relevant parties

2. Background: Context of the investment and brief description of the company's business

3. Definitions: Key terms used throughout the agreement

4. Investment Terms: Details of the investment amount, share price, and number of shares

5. Subscription and Payment: Process and mechanics for share subscription and payment

6. Closing Conditions: Prerequisites that must be satisfied before closing

7. Representations and Warranties: Company's and investor's statements of fact and assurances

8. Investor Rights: Basic rights granted to the investor, including information and inspection rights

9. Transfer Restrictions: Limitations on the transfer of shares

10. Confidentiality: Obligations regarding confidential information

11. Notices: Communication procedures between parties

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

13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

Optional Sections

1. Board Representation: Rights of investor to appoint board members (for larger investments)

2. Preferred Rights: Special rights attached to preferred shares if applicable

3. Anti-dilution Protection: Provisions protecting investor from future dilution

4. Tag-Along Rights: Right to join in sale of shares by other shareholders

5. Drag-Along Rights: Right to force minority shareholders to join in sale

6. Pre-emptive Rights: Rights to participate in future share issues

7. Dividend Rights: Special provisions regarding dividend distributions

8. Strategic Cooperation: Terms of business cooperation if investment includes strategic partnership

9. Future Financing Rounds: Provisions regarding planned future investment rounds

Suggested Schedules

1. Capitalization Table: Current and post-investment share ownership structure

2. Company Information: Key corporate details including registration numbers and addresses

3. Subscription Form: Form for formal subscription of shares

4. Shareholders' Resolution: Resolution approving share issuance and capital increase

5. Due Diligence Findings: Summary of key due diligence findings and disclosures

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

7. Existing Agreements: List of material contracts and obligations

8. IP Rights Schedule: List of company's intellectual property rights

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

Biotechnology

Financial Services

Healthcare

Manufacturing

Real Estate

Energy

E-commerce

Software

Telecommunications

Clean Technology

Consumer Goods

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Executive Leadership

Board of Directors

Corporate Secretariat

Risk Management

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Manager

Corporate Lawyer

Investment Director

Company Director

Board Member

Legal Counsel

Finance Director

Investment Analyst

Corporate Secretary

Managing Partner

Private Equity Associate

Venture Capital Partner

Compliance Officer

Due Diligence Specialist

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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