Share Distribution Agreement Template for United States

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Key Requirements PROMPT example:

Share Distribution Agreement

"I need a Share Distribution Agreement for our Series B tech startup to distribute 100,000 preferred shares to five new institutional investors, with standard lock-up provisions and tag-along rights, to be completed by March 2025."

Document background
The Share Distribution Agreement serves as a crucial document for companies seeking to distribute shares to various stakeholders, including employees, investors, or as part of corporate restructuring. It's particularly relevant in the United States where securities distribution is heavily regulated by both federal and state authorities. The agreement typically includes detailed provisions about share class, quantity, valuation, distribution timing, and regulatory compliance requirements. It's essential for ensuring legal compliance with SEC regulations, state securities laws, and protecting both the distributing company and share recipients' interests.
Suggested Sections

1. Parties: Identification of all parties involved in the share distribution

2. Background: Context and purpose of the share distribution arrangement

3. Definitions: Key terms used throughout the agreement

4. Share Distribution Terms: Details of shares being distributed, including class, number, and value

5. Distribution Mechanism: Process and timeline for share distribution

6. Representations and Warranties: Statements of fact and assurances from all parties

7. Covenants: Ongoing obligations and commitments of the parties

8. Conditions Precedent: Conditions that must be met before distribution can occur

9. Transfer Restrictions: Limitations on the transfer of distributed shares

10. Termination: Circumstances under which the agreement may be terminated

11. Governing Law: Applicable jurisdiction and legal framework

12. Dispute Resolution: Procedures for resolving disputes between parties

Optional Sections

1. Lock-up Provisions: Restrictions on share transfer or sale for a specified period

2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale

4. Regulatory Compliance: Specific compliance requirements for regulated entities or markets

5. Employee Participation Provisions: Special terms for employee share distributions

6. Tax Provisions: Specific tax treatment and obligations related to the distribution

Suggested Schedules

1. Schedule of Shareholders: List of shareholders receiving distributions with allocation details

2. Share Certificate Specimens: Examples of share certificates to be issued

3. Distribution Timeline: Detailed timeline of distribution process and key dates

4. Regulatory Approvals: Copies of required regulatory approvals and permits

5. Valuation Report: Independent valuation of shares being distributed

6. Corporate Resolutions: Relevant board and shareholder resolutions authorizing the distribution

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

Clauses
Industries

Securities Act of 1933: Primary federal legislation governing the offer and sale of securities, requiring registration and detailed financial disclosure unless an exemption applies

Securities Exchange Act of 1934: Federal law regulating secondary market trading of securities, establishing the SEC, and governing ongoing reporting requirements

Regulation D: SEC rules providing exemptions from securities registration requirements for private placement offerings

Rule 144: SEC rule governing the public resale of restricted and control securities

Blue Sky Laws: State-specific securities laws governing securities offerings, broker-dealer registration, and investor protection within each state

Delaware General Corporation Law: Comprehensive state legislation governing corporate affairs for Delaware corporations, often used as a model for corporate governance

Internal Revenue Code: Federal tax laws affecting securities distributions, including tax implications for issuers and recipients

Investment Company Act of 1940: Federal legislation regulating investment companies and their activities, including mutual funds and closed-end funds

Hart-Scott-Rodino Act: Antitrust legislation requiring companies to file pre-merger notifications for large transactions

Uniform Commercial Code: State-adopted uniform laws governing commercial transactions, particularly Articles 8 and 9 for securities and secured transactions

CFIUS Regulations: Federal regulations governing review of foreign investments in U.S. companies for national security implications

ERISA: Federal law governing employee benefit plans, including requirements for stock-based compensation and employee stock ownership plans

IRC Section 409A: Tax code section governing deferred compensation, including certain equity-based compensation arrangements

Stock Exchange Rules: Regulations set by major exchanges (NYSE, NASDAQ) governing listed companies and trading activities

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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