Private Equity Shareholders Agreement Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Private Equity Shareholders Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Private Equity Shareholders Agreement

"I need a Private Equity Shareholders Agreement for a German technology startup investment closing in March 2025, where we'll have significant management participation and need strong anti-dilution provisions with specific focus on protecting IP rights."

Document background
The Private Equity Shareholders Agreement is a fundamental document used in German private equity transactions to regulate the relationship between investors, management, and other shareholders of a portfolio company. It is typically implemented following a private equity investment or buyout, establishing the framework for corporate governance, investment protection, and exit strategies. The agreement must comply with German corporate law, particularly the GmbHG (for GmbH companies) or AktG (for stock corporations), while incorporating international private equity market standards. This document is essential for protecting investors' interests, ensuring effective corporate governance, and providing clear mechanisms for future exits, whether through sale or IPO. It addresses crucial aspects such as board composition, voting rights, share transfer restrictions, and information rights, while considering German-specific requirements like co-determination laws and local corporate governance practices.
Suggested Sections

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

2. Background: Context of the investment and purpose of the agreement

3. Definitions and Interpretation: Defined terms and rules of interpretation

4. Capital Structure and Shares: Description of share capital, classes of shares, and rights attached

5. Corporate Governance: Board composition, appointment rights, voting requirements, and reserved matters

6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights

7. Transfer Restrictions: Limitations on share transfers, lock-up periods, and permitted transfers

8. Pre-emption Rights: Rights of first refusal and procedures for share transfers

9. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

10. Exit Provisions: Mechanisms and procedures for company sale or IPO

11. Anti-Dilution Protection: Provisions protecting against dilution in future funding rounds

12. Information Rights: Shareholders' rights to company information and reporting obligations

13. Confidentiality: Provisions regarding confidential information and its protection

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

15. General Provisions: Boilerplate clauses including governing law, jurisdiction, and notices

Optional Sections

1. Management Provisions: Used when management holds shares, including service commitments and non-compete obligations

2. Preference Shares: Required when the investment structure includes preferred shares with special rights

3. Employee Share Scheme: Included when the company has or plans to implement employee share ownership

4. Industry-Specific Compliance: Additional provisions for regulated industries (e.g., financial services, healthcare)

5. Earn-out Provisions: Used when part of the investment is contingent on future performance

6. Intellectual Property Rights: Specific provisions for technology or IP-heavy companies

7. Related Party Transactions: Rules for dealing with transactions involving shareholders or their affiliates

8. Environmental, Social and Governance (ESG): Specific provisions regarding ESG compliance and reporting

Suggested Schedules

1. Articles of Association: Current or amended articles of association of the company

2. Deed of Adherence: Form document for new shareholders joining the agreement

3. Board Reserved Matters: Detailed list of matters requiring board approval

4. Shareholder Reserved Matters: Detailed list of matters requiring shareholder approval

5. Business Plan: Initial business plan and investment strategy

6. Share Capital Table: Current and pro-forma shareholding structure

7. Transfer Notice: Form of notice for share transfers

8. Tag-Along Notice: Form of notice for exercising tag-along rights

9. Drag-Along Notice: Form of notice for exercising drag-along rights

10. Management Service Agreements: Form of service agreements for management shareholders

11. Anti-Dilution Calculations: Detailed mechanics for anti-dilution adjustments

12. Reporting Requirements: Templates and requirements for periodic financial and operational reporting

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

Manufacturing

Healthcare

Financial Services

Consumer Goods

Industrial

Real Estate

Energy

Infrastructure

E-commerce

Software

Biotechnology

Professional Services

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Investment

Corporate Development

Compliance

Finance

Executive Management

Operations

Company Secretariat

Risk Management

Corporate Governance

Relevant Roles

Private Equity Partner

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Portfolio Manager

Chief Executive Officer

Chief Financial Officer

General Counsel

Company Secretary

Compliance Officer

Investment Associate

Transaction Manager

Due Diligence 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

Find the exact document you need

Company Equity Agreement

A German law-governed agreement establishing share ownership rights and obligations, regulating equity relationships between company stakeholders.

find out more

Services For Equity Agreement

A German law-governed agreement where services are provided to a company in exchange for equity ownership instead of cash compensation.

find out more

Limited Partner Agreement Private Equity

German law-governed Limited Partner Agreement for Private Equity investments, establishing partnership terms and regulatory compliance under HGB and KAGB.

find out more

Equity Linked Agreement

German law-governed agreement establishing terms for equity-linked investment products, compliant with German and EU financial regulations.

find out more

Restricted Stock Grant Agreement

A German law-governed agreement establishing terms for granting restricted company stock to employees or executives, including vesting conditions and regulatory compliance requirements.

find out more

Equity Stake Agreement

A German law-governed agreement for the transfer of company shares, detailing terms of sale and purchase, shareholder rights, and corporate governance requirements.

find out more

Private Equity Shareholders Agreement

German law-governed agreement establishing shareholders' rights and obligations in private equity investments, including governance and exit provisions.

find out more

Equity Repurchase Agreement

A German law-governed agreement documenting the terms and conditions for a company's repurchase of its own shares from existing shareholders, in compliance with the Aktiengesetz.

find out more

Restricted Stock Unit Award Agreement

A German law-governed agreement establishing terms for granting Restricted Stock Units (RSUs) to employees, including vesting, settlement, and compliance requirements.

find out more

Equity Pledge Agreement

A German law security document creating a pledge over shares or equity interests in a company, typically used in financing transactions.

find out more

Standby Equity Purchase Agreement

A German law-governed agreement establishing an investor's commitment to purchase newly issued shares from a company under predetermined terms and conditions.

find out more

Restricted Stock Unit Agreement

A German law-governed agreement establishing terms for granting and administering Restricted Stock Units (RSUs) to employees.

find out more

Restricted Stock Award Agreement

A German law-governed agreement establishing terms for granting restricted company stock to employees, including vesting conditions and transfer restrictions.

find out more

Standby Equity Distribution Agreement

A German law-governed agreement establishing a committed equity financing facility where an investor agrees to purchase company shares over time, subject to German corporate and securities regulations.

find out more

Equity Participation Agreement

German law-governed agreement documenting terms and conditions for equity investment in a company, including share acquisition, governance rights, and investor protections.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.