The Memorandum of Understanding Shareholders Agreement is a crucial preliminary document used in Swiss corporate structuring to establish the foundational understanding between shareholders before entering into a comprehensive shareholders agreement. It is particularly valuable in situations involving multiple shareholders, complex ownership structures, or when parties need to agree on basic principles before detailed negotiations. The document, while governed by Swiss law and aligned with the Swiss Code of Obligations, typically includes provisions on share ownership, transfer restrictions, corporate governance, and fundamental shareholder rights. It serves as a roadmap for future negotiations while providing certain binding commitments on key issues. This type of agreement is especially relevant in corporate restructuring, investment rounds, joint ventures, or when establishing new business relationships where parties need to document their preliminary understanding while maintaining flexibility for future detailed arrangements.
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1. Parties: Identification of all shareholders and the company, including full legal names, addresses, and registration details
2. Background: Context of the agreement, including company history, purpose of the MoU, and current shareholding structure
3. Definitions: Key terms used throughout the document, ensuring consistent interpretation
4. Purpose and Scope: Clear statement of the MoU's objectives and extent of its application
5. Legal Effect: Statement on binding/non-binding nature of various provisions
6. Basic Principles: Fundamental agreements on company management and shareholder cooperation
7. Share Capital Structure: Current and proposed shareholding structure, share classes, and rights
8. Corporate Governance: Basic principles of company management, board composition, and decision-making processes
9. Shareholders' Rights and Obligations: Core rights and duties of shareholders
10. Transfer Restrictions: Basic principles regarding share transfers and restrictions
11. Duration and Termination: Term of the MoU and circumstances for termination
12. Confidentiality: Basic confidentiality obligations of the parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. Signatures: Execution block for all parties
1. Anti-dilution Protection: Protection mechanisms for existing shareholders in case of new share issuances
2. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders
3. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in sale
4. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
5. Pre-emptive Rights: Rights of existing shareholders to purchase new share issues
6. Dividend Policy: Basic principles for profit distribution
7. Non-Compete Provisions: Restrictions on shareholders engaging in competing businesses
8. Information Rights: Special rights regarding access to company information
9. Exit Mechanisms: Procedures for shareholder exits, including IPO provisions
10. Dispute Resolution: Alternative dispute resolution procedures before court litigation
1. Current Shareholding Structure: Detailed breakdown of current share ownership and share classes
2. List of Reserved Matters: Matters requiring special majority or unanimous shareholder approval
3. Company Information: Detailed company information including registration details, directors, and officers
4. Valuation Principles: Agreed methods for share valuation in various circumstances
5. Form of Adherence Deed: Template for new shareholders to join the agreement
6. Corporate Structure Chart: Visual representation of company ownership and group structure
7. Business Plan Summary: High-level overview of company's business plans and objectives
8. Key Performance Indicators: Agreed metrics for monitoring company performance
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