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Shareholders Agreement Contract
"I need a Shareholders Agreement Contract for a Belgian technology startup with three founding shareholders and two venture capital investors, including specific provisions for future funding rounds and an employee stock option plan to be implemented in March 2025."
1. Parties: Identification of all shareholders and the company, including their full legal names, registration details, and addresses
2. Background: Context of the agreement, company information, and purpose of entering into the shareholders agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules for interpretation
4. Share Capital and Shareholders: Details of company's share capital, share classes, and current shareholding structure
5. Management and Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure
6. Shareholder Meetings: Procedures for general meetings, voting rights, and decision-making processes
7. Transfer Restrictions: Limitations on share transfers, including right of first refusal, tag-along and drag-along rights
8. Pre-emption Rights: Process and terms for existing shareholders to purchase new shares before they're offered to third parties
9. Dividend Policy: Agreement on distribution of profits and dividend payment principles
10. Information Rights: Shareholders' rights to company information and financial reports
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Anti-dilution Protection: Protection mechanisms for existing shareholders against dilution of their shareholding, relevant for companies planning future funding rounds
2. Intellectual Property Rights: Provisions regarding ownership and use of IP, particularly important for technology companies
3. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or poaching employees/customers, important for protecting company interests
4. Dead-lock Resolution: Mechanisms for resolving shareholder disputes and deadlocks, particularly important for 50/50 joint ventures
5. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances, useful for exit planning
6. Strategic Decisions: List of matters requiring special majority or unanimous shareholder approval, important for companies with complex decision-making requirements
7. Employee Share Schemes: Provisions regarding employee share ownership plans, relevant if company has or plans to implement such schemes
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital, share classes, and current shareholding
2. Schedule 2 - Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
3. Schedule 3 - Share Transfer Procedures: Detailed procedures and forms for implementing share transfers
4. Schedule 4 - Deed of Adherence: Template for new shareholders to agree to be bound by the shareholders agreement
5. Schedule 5 - Fair Value Calculation: Methodology for calculating share value for transfers or exits
6. Schedule 6 - Company's Articles of Association: Current articles of association referenced in the agreement
7. Schedule 7 - Board Regulations: Detailed procedures for board operations and decision-making
8. Schedule 8 - Business Plan: Initial business plan and strategy of the company
Authors
Technology
Manufacturing
Professional Services
Real Estate
Financial Services
Healthcare
Retail
Energy
Telecommunications
Media and Entertainment
Construction
Biotechnology
Agriculture
Transportation and Logistics
Education
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Investment
Shareholder Relations
Board of Directors
Corporate Affairs
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Legal Director
Investment Manager
Corporate Lawyer
Managing Director
Board Member
Compliance Officer
Company Director
Business Development Director
Shareholder Relations Manager
Corporate Governance Officer
Investment Director
Private Equity Manager
Venture Capital Manager
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