MOU For Shareholders Agreement Template for United States

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Key Requirements PROMPT example:

MOU For Shareholders Agreement

"I need an MOU for Shareholders Agreement for my tech startup that outlines the proposed 60-40 ownership split between two founding partners, with specific focus on voting rights and exit mechanisms, to be finalized by March 2025."

Document background
An MOU for Shareholders Agreement is commonly used when multiple parties are negotiating the terms of a future shareholders agreement in the United States. This document typically precedes the formal shareholders agreement and is particularly useful in complex negotiations involving multiple stakeholders. It sets out the fundamental understanding between parties, including share ownership structures, voting rights, and governance mechanisms, while allowing flexibility for detailed terms to be finalized in the formal agreement. The MOU helps establish clear expectations and can include both binding provisions (such as confidentiality) and non-binding terms that are subject to further negotiation.
Suggested Sections

1. Parties: Identification of all shareholders and the company involved in the agreement

2. Background/Recitals: Context and purpose of the MOU, including the intention to enter into a formal shareholders agreement

3. Definitions: Key terms used throughout the document

4. Purpose and Scope: Clear statement of what the MOU aims to achieve and its limitations

5. Key Terms of Future Shareholders Agreement: Outline of fundamental terms to be included in the final agreement

6. Timeline: Expected timeline for finalizing the formal shareholders agreement

7. Non-Binding Nature: Statement clarifying which provisions are binding and non-binding

Optional Sections

1. Confidentiality: Terms regarding confidential information sharing - use when sensitive information will be shared during negotiations

2. Exclusivity: Agreement not to negotiate with other parties - use when parties want to ensure exclusive negotiations

3. Cost Sharing: How costs related to negotiations will be shared - use when significant costs are expected during negotiation period

4. Governing Law: Applicable law for the MOU - use when parties are from different jurisdictions

Suggested Schedules

1. Current Shareholding Structure: Details of existing share ownership

2. Proposed Shareholding Structure: Intended future share ownership structure

3. Draft Term Sheet: Preliminary terms for the final shareholders agreement

4. Timeline Schedule: Detailed timeline for negotiation and completion of final 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

Relevant legal definitions
Clauses
Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and detailed financial disclosures to protect investors

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing the SEC's regulatory authority

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate accountability standards, particularly relevant for public companies

Delaware General Corporation Law: Comprehensive state law governing corporate operations if incorporated in Delaware, widely considered the standard for corporate law

Internal Revenue Code: Federal tax regulations affecting shareholder distributions, stock transfers, and corporate structure

State Corporation Laws: State-specific regulations governing corporate formation, operation, and dissolution

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Contract Laws: State-specific laws governing the formation and enforcement of contracts, including shareholder agreements

UCC (Uniform Commercial Code): Standardized state laws governing commercial transactions, including the transfer of securities

Antitrust Laws: Federal and state laws preventing monopolistic practices and protecting market competition

SEC Regulations: Federal regulatory framework governing securities transactions, reporting requirements, and corporate disclosures

Corporate Governance Requirements: State-specific rules governing corporate structure, board operations, and shareholder rights

Stock Transfer Restrictions: Legal limitations and procedures governing the transfer of company shares between parties

Securities Registration Requirements: Federal and state regulations regarding the registration of securities before they can be offered or sold

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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