Stock Purchase Agreement Between Shareholders Template for United States

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Key Requirements PROMPT example:

Stock Purchase Agreement Between Shareholders

"I need a Stock Purchase Agreement Between Shareholders for the sale of 25% of my technology company's shares to an existing minority shareholder, with specific provisions for board representation and a right of first refusal on any future share transfers."

Document background
The Stock Purchase Agreement Between Shareholders is essential when existing shareholders wish to transfer ownership stakes within a company. This document, commonly used in the United States, serves multiple purposes: it formalizes the terms of the share transfer, ensures compliance with securities laws, protects both parties' interests, and maintains proper documentation for corporate and tax purposes. The agreement typically includes detailed information about the shares being transferred, purchase price, payment terms, representations and warranties, and any specific conditions or restrictions on the transfer. It's particularly important for closely-held corporations and private companies where share transfers need to be carefully controlled and documented.
Suggested Sections

1. Parties: Identifies all shareholders involved in the transaction, including legal names and addresses

2. Background/Recitals: Sets forth the context of the agreement and basic information about the company and transaction

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale of Shares: Details the specific shares being sold, purchase price, and payment terms

5. Closing: Specifies closing date, location, and deliverables

6. Representations and Warranties: Statements of fact and assurances from both seller and purchaser

7. Covenants: Ongoing obligations of the parties

8. Governing Law: Specifies which jurisdiction's laws govern the agreement

Optional Sections

1. Right of First Refusal: Gives existing shareholders first right to purchase shares before third parties when shareholders want to maintain control over who owns shares

2. Tag-Along Rights: Allows minority shareholders to join in sale of majority stake to protect minority shareholders

3. Drag-Along Rights: Requires minority shareholders to join in sale if majority sells to protect majority shareholders' exit rights

4. Non-Competition: Restricts selling shareholder's ability to compete when seller has significant company knowledge

Suggested Schedules

1. Schedule of Shares: Details of shares being transferred including class, number, and certificate numbers

2. Disclosure Schedule: Exceptions to representations and warranties

3. Corporate Documents: Copies of relevant corporate documents including articles, bylaws

4. Board Resolutions: Approvals required for the transaction

5. Share Certificates: Copies of relevant share certificates

6. Payment Schedule: If payment is in installments, schedule of payments

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

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC Rules and Regulations, and Regulation D for private placement exemptions

Blue Sky Laws: State-specific securities regulations including registration requirements and disclosure requirements that vary by state

Corporate Law: Includes Delaware General Corporation Law (if applicable), state-specific corporation laws where the company is incorporated, and Model Business Corporation Act provisions

Tax Laws: Federal Internal Revenue Code, state tax regulations, capital gains tax implications, and transfer tax requirements

Uniform Commercial Code: Particularly Article 8 (Investment Securities) and Article 9 (Secured Transactions) governing securities transfers and secured interests

Antitrust Laws: Including Hart-Scott-Rodino Act, Clayton Act, and Sherman Act for ensuring compliance with competition regulations

Employment Laws: ERISA regulations if stock is part of employee benefits, and relevant state employment laws

Corporate Governance Documents: Company's Articles of Incorporation, Bylaws, and existing Shareholder Agreements that may affect stock transfers

Public Company Regulations: Sarbanes-Oxley Act, Dodd-Frank Act provisions, and stock exchange rules if the company is publicly traded

FINRA Regulations: Financial Industry Regulatory Authority rules if broker-dealers are involved in the transaction

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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