Shareholder Contract Template for United States

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Key Requirements PROMPT example:

Shareholder Contract

"Need a Shareholder Contract for our tech startup with three founding members, including specific provisions for future investor rights and anti-dilution protection, to be effective from March 2025."

Document background
A Shareholder Contract is essential when multiple parties hold ownership interests in a U.S. corporation. This document becomes particularly crucial during company formation, when new investors join, or when ownership structure changes. It sets forth crucial terms including share transfer restrictions, voting rights, management participation, and exit strategies. The agreement must align with both federal securities regulations and state corporate laws, providing a comprehensive framework for shareholder relationships and corporate governance.
Suggested Sections

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

2. 2. Background: Context of the agreement, company structure, and purpose of the agreement

3. 3. Definitions: Key terms and their meanings used throughout the agreement

4. 4. Share Capital and Shareholdings: Details of share classes, ownership structure, and capitalization table

5. 5. Transfer of Shares: Rules and restrictions governing the transfer of shares, including right of first refusal

6. 6. Management and Decision Making: Governance structure, voting rights, and board composition

7. 7. Shareholder Meetings: Procedures for conducting shareholder meetings and voting requirements

8. 8. Reserved Matters: Actions requiring special majority or unanimous consent

9. 9. Dispute Resolution: Procedures for resolving conflicts between shareholders

10. 10. Termination: Circumstances and procedures for terminating the agreement

Optional Sections

1. Tag-Along Rights: Minority shareholder protection allowing them to join in the sale of shares by majority shareholders

2. Drag-Along Rights: Majority shareholder rights to force minority shareholders to join in the sale of the company

3. Anti-Dilution Provisions: Protections against share value dilution in future funding rounds

4. Dividend Policy: Framework for distribution of profits and declaration of dividends

5. Non-Compete and Non-Solicitation: Restrictions on shareholders competing with the company or soliciting employees

Suggested Schedules

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

2. Schedule 2: Share Valuation Methodology: Agreed method for valuing shares in various transfer scenarios

3. Schedule 3: Board Resolution Templates: Standard forms for documenting board decisions

4. Schedule 4: Share Transfer Forms: Template documents for executing share transfers

5. Schedule 5: Company Information: Key company details including registration information and current directors

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 that regulates the offering and sale of securities, requiring registration and disclosure of financial and other material information

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

Sarbanes-Oxley Act of 2002: Federal law enhancing corporate responsibility, financial disclosures, and combat corporate and accounting fraud

Dodd-Frank Act: Wall Street Reform and Consumer Protection Act implementing financial regulatory reform and investor protections

Internal Revenue Code: Federal tax legislation affecting shareholder distributions, stock transfers, and corporate tax implications

State Corporation Laws: State-specific laws governing corporation formation, operation, and shareholder rights within the respective state

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 contract formation, enforcement, and interpretation

Uniform Commercial Code: Standardized set of business laws regulating financial contracts and transactions as adopted by individual states

SEC Regulations: Federal regulatory requirements for securities transactions, corporate reporting, and investor protection

Corporate Governance Documents: Internal company documents including Articles of Incorporation and Bylaws that must align with shareholder agreements

Case Law Precedents: Previous court decisions establishing legal principles regarding shareholder rights, corporate governance, and fiduciary duties

Clayton Act: Federal antitrust law prohibiting anti-competitive mergers, price discrimination, and other unfair business practices

Sherman Act: Primary federal antitrust law prohibiting monopolistic business practices and conspiracies to restrain trade

Federal Trade Commission Act: Federal law establishing the FTC and prohibiting unfair methods of competition and deceptive practices

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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