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Share Retention Agreement
"I need a Share Retention Agreement under Austrian law for our tech startup's three founding shareholders, requiring them to retain 75% of their shares until March 2025, with exceptions for transfers between family members and other founders."
1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the agreement, including current shareholding structure and reasons for the retention requirements
3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Shares', 'Retention Period', 'Transfer', etc.
4. Retention Obligations: Core provisions specifying the duration and terms of the share retention requirements
5. Permitted Transfers: Specific circumstances under which transfers of shares are allowed during the retention period
6. Representations and Warranties: Statements by the parties regarding their authority, ownership of shares, and capacity to enter into the agreement
7. Compliance with Laws: Obligations to comply with relevant Austrian corporate and securities laws
8. Term and Termination: Duration of the agreement and circumstances allowing for early termination
9. Confidentiality: Obligations regarding the confidential treatment of the agreement and related information
10. Notices: Process and requirements for formal communications between parties
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and designation of competent courts
1. Tag-Along Rights: Include when certain shareholders should have the right to join in any permitted transfer of shares
2. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in a sale
3. Share Pledge Provisions: Include when shares are to be pledged as security for compliance with retention obligations
4. Put and Call Options: Include when parties want specific rights to buy or sell shares after the retention period
5. Competition Restrictions: Include when shareholders should be restricted from competing activities during the retention period
6. Management Provisions: Include when retention agreement is linked to management positions or responsibilities
7. Death/Incapacity Provisions: Include specific provisions for handling shares in case of death or incapacity of a shareholder
1. Schedule 1 - Share Details: Details of the shares subject to retention, including share numbers, classes, and current ownership
2. Schedule 2 - Deed of Adherence: Form of deed for new shareholders to become bound by the agreement
3. Schedule 3 - Permitted Transfer Notice: Template for notifying other parties of a permitted transfer
4. Schedule 4 - Corporate Resolutions: Copies of relevant corporate approvals for entering into the agreement
5. Schedule 5 - Shareholders' Register Extract: Current extract from the shareholders' register showing ownership
6. Appendix A - Calculation Methods: If relevant, methods for calculating share values for permitted transfers
Authors
Financial Services
Technology and Innovation
Manufacturing
Professional Services
Family-Owned Businesses
Real Estate
Healthcare
Energy
Telecommunications
Private Equity and Venture Capital
Infrastructure
Media and Entertainment
Legal
Corporate Governance
Compliance
Finance
Executive Management
Investment
Shareholder Relations
Corporate Secretariat
Risk Management
Strategic Planning
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Legal
Legal Director
Investment Director
Compliance Officer
Corporate Governance Officer
Board Member
Managing Director
Shareholder Relations Manager
M&A Director
Private Equity Partner
Investment Manager
Family Office Manager
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