Pre Emption Rights In Shareholders Agreement Template for United States

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Key Requirements PROMPT example:

Pre Emption Rights In Shareholders Agreement

"I need a Pre-Emption Rights In Shareholders Agreement for my Delaware-incorporated tech startup with 5 founding shareholders and 2 venture capital investors, including specific provisions for new funding rounds expected in March 2025."

Document background
A Pre-Emption Rights In Shareholders Agreement is a crucial document for private companies seeking to maintain control over their ownership structure. This agreement is particularly relevant in the United States, where it must comply with federal securities laws and state corporate laws, especially in Delaware where many companies are incorporated. The document is typically implemented when a company has multiple shareholders and wants to prevent unwanted third parties from acquiring shares, or when existing shareholders wish to maintain their proportional ownership. It details the process for share transfers, including notification requirements, response periods, pricing mechanisms, and permitted exceptions. The agreement becomes especially important during growth phases, ownership transitions, or when preparing for potential exit events.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and current shareholding structure

3. Definitions: Key terms used throughout the agreement, including 'Transfer', 'Fair Market Value', 'Qualifying Transfer', etc.

4. Pre-Emption Rights: Core section establishing the basic pre-emptive rights of existing shareholders

5. Transfer Restrictions: General restrictions on share transfers and exceptions

6. Transfer Notice: Requirements and procedures for issuing transfer notices

7. Acceptance Procedure: Process and timeframes for accepting or declining pre-emption offers

8. Pricing Mechanism: Method for determining the price of shares subject to pre-emption rights

9. Payment Terms: Terms and conditions for payment when exercising pre-emption rights

10. Default Provisions: Consequences of failing to comply with pre-emption procedures

11. Permitted Transfers: Transfers exempt from pre-emption rights (e.g., to family members or affiliated entities)

12. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the ability to force minorities to join in a sale

3. Valuation Mechanics: Include when complex valuation procedures are needed beyond simple fair market value

4. New Issues of Shares: Include when pre-emption rights should extend to new share issues

5. Different Share Classes: Include when there are multiple share classes with different pre-emption rights

6. Strategic Investor Provisions: Include when certain investors have special rights or exemptions

7. Emergency Transfer Provisions: Include when expedited transfers might be needed in specific circumstances

8. Anti-dilution Protection: Include when shareholders need protection against dilution from new share issues

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current share ownership

2. Form of Transfer Notice: Standard template for notifying other shareholders of intended transfer

3. Acceptance Form: Template for accepting pre-emption rights offer

4. Deed of Adherence: Template for new shareholders to agree to the terms of the agreement

5. Valuation Procedures: Detailed procedures for share valuation if required

6. Permitted Transferee Categories: Detailed list and definitions of permitted transferees

7. Timeline for Transfer Process: Flowchart or detailed timeline of the transfer process

8. Board Resolution Templates: Standard forms for board approval of transfers

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
Relevant Industries

Technology

Startups

Private Equity

Venture Capital

Professional Services

Manufacturing

Real Estate

Healthcare

Financial Services

Family Businesses

Media and Entertainment

Biotechnology

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Investor Relations

Corporate Secretary Office

Business Development

Board Administration

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Member

Investment Director

Managing Partner

Shareholder Relations Manager

Corporate Governance Officer

Legal Counsel

Company Director

Compliance Officer

Private Equity Manager

Venture Capital Partner

Business Development Executive

Industries
Securities Act of 1933: Regulates the offering and sale of securities, including exemptions for private companies and requirements for registration. Important for ensuring pre-emptive rights comply with federal securities regulations.
Securities Exchange Act of 1934: Governs secondary market trading and establishes reporting requirements. Relevant for determining disclosure obligations in share transfers and pre-emptive rights exercises.
Delaware General Corporation Law (DGCL): Key state law governing corporate matters, including shareholder rights and share transfer restrictions. Section 202 specifically addresses restrictions on transfer of securities.
State Blue Sky Laws: State-specific securities regulations that may impose additional requirements on share transfers and pre-emptive rights implementations.
Internal Revenue Code: Tax implications of share transfers and pre-emptive rights, particularly Sections 304, 305, and 306 regarding stock distributions and redemptions.
Hart-Scott-Rodino Antitrust Improvements Act: Requires notification for larger transactions that might result from the exercise of pre-emptive rights, potentially requiring regulatory approval.
Uniform Commercial Code (UCC) Article 8: Governs investment securities and provides rules for security interests in shares, relevant for share transfer mechanisms.
Model Business Corporation Act: Provides model provisions for corporate governance and shareholder rights, often referenced by states in their corporate laws.
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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