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Standard Shareholders Agreement
"I need a Standard Shareholders Agreement for my German tech startup with three co-founders, as we're bringing in a venture capital investor in March 2025 who will take a 20% stake; the agreement needs to include strong anti-dilution provisions and tag-along rights for the founders."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, company information, and purpose of the arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholders: Details of share capital structure, shareholding percentages, and classes of shares
5. Management and Corporate Governance: Management structure, appointment of directors, and decision-making processes
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements
7. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
8. Transfer Restrictions: Limitations on share transfers and required procedures
9. Pre-emption Rights: Rights of existing shareholders to purchase shares before third-party sales
10. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
11. Information Rights: Shareholders' rights to company information and financial reports
12. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Preference Shares: Required when the company has different share classes with varying rights and preferences
2. Anti-Dilution Protection: Included when protecting certain shareholders against dilution is necessary, particularly in investment scenarios
3. Put and Call Options: Used when shareholders want specific share purchase or sale rights under certain conditions
4. Dead-Lock Resolution: Important for 50/50 joint ventures or where significant decision-making conflicts might arise
5. Employee Share Scheme: Needed when the company operates or plans to implement employee share ownership programs
6. Dividend Policy: Included when shareholders want to establish specific dividend distribution rules
7. IPO Rights: Required when there's a possibility of future public listing
8. Special Veto Rights: Used when certain shareholders are granted specific veto powers over particular decisions
1. Details of the Company: Complete corporate information including registration details and existing corporate structure
2. Initial Shareholding Structure: Detailed breakdown of share ownership and share classes
3. Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Business Plan: Initial or current business plan of the company
5. Articles of Association: Current articles of association or required amendments
6. Deed of Adherence: Template for new shareholders to join the agreement
7. Board Rules of Procedure: Detailed procedures for board operations and decision-making
8. Shareholders' Resolutions: Key shareholders' resolutions passed in connection with the agreement
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Change of Control
Commercial Register
Company
Completion
Confidential Information
Deed of Adherence
Default Notice
Defaulting Shareholder
Directors
Drag-Along Notice
Drag-Along Right
Encumbrance
Fair Market Value
Financial Year
Founding Shareholders
General Meeting
Group
Independent Expert
Initial Business Plan
Intellectual Property Rights
Investment Amount
Investor Directors
Investor Majority
Majority Shareholders
Management Board
Managing Director
Material Breach
New Securities
Non-Competing Business
Ordinary Shares
Parties
Permitted Transfer
Pre-emption Notice
Pre-emption Rights
Put Option
Qualified IPO
Related Party Transaction
Reserved Matters
Share Capital
Share Transfer
Shareholders
Shareholders' Meeting
Shares
Subsidiary
Supervisory Board
Tag-Along Notice
Tag-Along Right
Territory
Third Party Offer
Transfer Notice
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Management and Governance
Board Composition
Shareholder Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Non-Competition
Confidentiality
Share Valuation
Dispute Resolution
Exit Provisions
Put and Call Options
Default
Deadlock Resolution
Termination
Assignment
Notices
Governing Law
Jurisdiction
Entire Agreement
Severability
Costs and Expenses
Force Majeure
Amendments
Waiver
Third Party Rights
Further Assurance
Counterparts
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Professional Services
Energy
Infrastructure
Media and Entertainment
Telecommunications
Automotive
Life Sciences
E-commerce
Software
Consulting
Industrial
Consumer Goods
Agriculture
Transportation and Logistics
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Corporate Development
Investor Relations
Risk Management
Corporate Affairs
Business Development
Strategy
Company Secretariat
Mergers and Acquisitions
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Board Member
Legal Director
Investment Manager
Corporate Lawyer
Compliance Officer
Business Development Director
Company Secretary
Shareholder Relations Manager
Corporate Governance Officer
Private Equity Manager
Venture Capital Manager
M&A Director
Risk Manager
Strategy Director
Investment Director
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