Document background
An Amended and Restated Shareholders Agreement becomes necessary when significant changes occur in a company's ownership structure, governance requirements, or business circumstances. This document, governed by German law, supersedes the original shareholders agreement while maintaining certain fundamental provisions and introducing new terms to address current needs. It's commonly used during new investment rounds, corporate restructuring, or when original agreement terms need substantial updates. The document must comply with German corporate law requirements, particularly the GmbH Act or Stock Corporation Act (AktG), depending on the company type. It typically includes detailed provisions on share transfers, voting rights, management appointment rights, information rights, and exit provisions, all adapted to the German legal framework.
