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New Shareholder Agreement
"I need a New Shareholder Agreement for a German tech startup with three founding shareholders and two venture capital investors, including specific provisions for future funding rounds and an IPO exit strategy targeted for March 2025."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, company history, and purpose of the arrangement
3. Definitions: Defined terms used throughout the agreement
4. Share Capital and Shareholdings: Details of company's share capital structure and current shareholdings
5. Management and Corporate Governance: Management structure, appointment rights, and decision-making processes
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights
7. Transfer Restrictions: Limitations on share transfers and required approval processes
8. Pre-emption Rights: Rights of existing shareholders to purchase shares before third parties
9. Dividend Policy: Framework for profit distribution and dividend declarations
10. Information Rights: Shareholders' rights to company information and financial reports
11. Non-competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Anti-Dilution Protection: Provisions protecting shareholders from equity dilution
4. Dead-Lock Resolution: Procedures for resolving management or shareholder deadlocks
5. Put and Call Options: Rights to force purchase or sale of shares under specific conditions
6. Employee Share Scheme: Framework for employee participation in share ownership
7. Intellectual Property Rights: Provisions regarding ownership and use of IP within the company
8. Additional Financing Obligations: Requirements for shareholders to provide additional capital
9. Business Plan Adherence: Commitment to specific business plans or strategies
10. Exit Strategy Provisions: Planned exit mechanisms such as IPO or trade sale procedures
1. Current Shareholding Structure: Detailed breakdown of current share ownership
2. Articles of Association: Company's current articles of association
3. Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Business Plan: Current business plan and financial projections
5. Share Valuation Methodology: Agreed method for valuing shares in various circumstances
6. Deed of Adherence: Template for new shareholders to join the agreement
7. Management Structure: Detailed organizational chart and management responsibilities
8. Key Performance Indicators: Agreed metrics for monitoring company performance
9. Transfer Notice Template: Standard form for notifying intent to transfer shares
10. Anti-Money Laundering Documentation: Required AML verification documents for shareholders
Authors
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Professional Services
Energy
Transportation
Media and Entertainment
Telecommunications
Food and Beverage
Construction
Biotechnology
Software
E-commerce
Legal
Corporate Governance
Board of Directors
Executive Management
Compliance
Finance
Corporate Development
Investor Relations
Risk Management
Company Secretariat
Corporate Affairs
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Board Member
Legal Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Company Secretary
Business Development Director
Shareholder Relations Manager
Corporate Governance Officer
Risk Manager
Investment Director
Private Equity Manager
Venture Capital Manager
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