Subscription And Shareholders Agreement Generator for United States

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Key Requirements PROMPT example:

Subscription And Shareholders Agreement

"I need a Subscription And Shareholders Agreement for my Series A investment round where three venture capital firms are investing $10 million collectively for a 25% stake in my Delaware-incorporated tech startup, with completion planned for March 2025."

Document background
The Subscription and Shareholders Agreement is essential when companies seek to issue new shares while establishing a framework for shareholder relationships. This document is particularly relevant in the United States where it must comply with both federal securities laws and state corporate regulations. It combines the subscription mechanism for new shares with comprehensive shareholders' rights and obligations, making it a crucial document for private equity investments, venture capital funding, and corporate restructuring. The agreement typically includes detailed provisions on share transfer restrictions, tag-along and drag-along rights, board composition, and information rights.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including company details and registered addresses

2. Background/Recitals: Context of the agreement, including company structure and purpose of the subscription

3. Definitions: Key terms used throughout the agreement

4. Subscription Terms: Details of shares being subscribed, price, and payment terms

5. Completion: Conditions precedent, completion obligations, and timing

6. Warranties and Representations: Standard warranties from both company and subscribers

7. Share Rights: Voting rights, dividend rights, and other share class specifications

8. Transfer Restrictions: Limitations on share transfers and required procedures

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

Optional Sections

1. Tag-Along Rights: Minority shareholder protection allowing them to join in sale of majority stake

2. Drag-Along Rights: Majority shareholder right to force minorities to join in sale

3. Anti-Dilution Provisions: Protection against dilution from future share issues

4. Board Appointment Rights: Rights to appoint directors to the board

5. Information Rights: Rights to receive company financial and operational information

Suggested Schedules

1. Share Capital Table: Current and post-subscription shareholding structure

2. Warranties Schedule: Detailed company warranties

3. Articles of Association: New or amended articles reflecting agreement terms

4. Completion Obligations: Detailed list of documents and actions required at completion

5. Board Resolutions: Form of board resolutions approving the subscription

6. Deed of Adherence: Template for future shareholders to join the 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 governing registration requirements, exemption provisions, and disclosure obligations for securities offerings

Securities Exchange Act of 1934: Federal law covering ongoing reporting requirements, anti-fraud provisions, and securities transfer restrictions

Internal Revenue Code: Federal tax legislation affecting share issuance, dividend treatment, and capital gains considerations

State Corporate Laws: State-specific laws (e.g., Delaware General Corporation Law) governing shareholder rights, corporate governance, voting rights, board composition, and fiduciary duties

Blue Sky Laws: State securities laws covering state-specific registration requirements, investor protections, and disclosure requirements

SEC Regulations: Federal regulatory framework including Regulation D (private placement), Regulation S (offshore offerings), and Rule 144 (resale restrictions)

Stock Exchange Rules: Requirements for listed companies including listing standards, corporate governance requirements, and disclosure obligations

FTC Regulations: Federal Trade Commission regulations covering antitrust considerations and competition laws

Shareholder Rights Provisions: Legal framework for fundamental shareholder rights, including voting rights, dividend rights, and information rights

Share Transfer Mechanisms: Legal provisions governing transfer restrictions, drag-along rights, tag-along rights, and pre-emptive rights

Corporate Governance Framework: Legal requirements for board composition, voting mechanisms, and fiduciary responsibilities

Exit and Dispute Resolution: Legal framework for exit mechanisms, dispute resolution procedures, and non-compete provisions

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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