The Private Equity Shareholders Agreement is a fundamental document used in German private equity transactions to regulate the relationship between investors, management, and other shareholders of a portfolio company. It is typically implemented following a private equity investment or buyout, establishing the framework for corporate governance, investment protection, and exit strategies. The agreement must comply with German corporate law, particularly the GmbHG (for GmbH companies) or AktG (for stock corporations), while incorporating international private equity market standards. This document is essential for protecting investors' interests, ensuring effective corporate governance, and providing clear mechanisms for future exits, whether through sale or IPO. It addresses crucial aspects such as board composition, voting rights, share transfer restrictions, and information rights, while considering German-specific requirements like co-determination laws and local corporate governance practices.
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1. Parties: Identification of all shareholders, the company, and other parties to the agreement
2. Background: Context of the investment and purpose of the agreement
3. Definitions and Interpretation: Defined terms and rules of interpretation
4. Capital Structure and Shares: Description of share capital, classes of shares, and rights attached
5. Corporate Governance: Board composition, appointment rights, voting requirements, and reserved matters
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights
7. Transfer Restrictions: Limitations on share transfers, lock-up periods, and permitted transfers
8. Pre-emption Rights: Rights of first refusal and procedures for share transfers
9. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
10. Exit Provisions: Mechanisms and procedures for company sale or IPO
11. Anti-Dilution Protection: Provisions protecting against dilution in future funding rounds
12. Information Rights: Shareholders' rights to company information and reporting obligations
13. Confidentiality: Provisions regarding confidential information and its protection
14. Term and Termination: Duration of the agreement and termination provisions
15. General Provisions: Boilerplate clauses including governing law, jurisdiction, and notices
1. Management Provisions: Used when management holds shares, including service commitments and non-compete obligations
2. Preference Shares: Required when the investment structure includes preferred shares with special rights
3. Employee Share Scheme: Included when the company has or plans to implement employee share ownership
4. Industry-Specific Compliance: Additional provisions for regulated industries (e.g., financial services, healthcare)
5. Earn-out Provisions: Used when part of the investment is contingent on future performance
6. Intellectual Property Rights: Specific provisions for technology or IP-heavy companies
7. Related Party Transactions: Rules for dealing with transactions involving shareholders or their affiliates
8. Environmental, Social and Governance (ESG): Specific provisions regarding ESG compliance and reporting
1. Articles of Association: Current or amended articles of association of the company
2. Deed of Adherence: Form document for new shareholders joining the agreement
3. Board Reserved Matters: Detailed list of matters requiring board approval
4. Shareholder Reserved Matters: Detailed list of matters requiring shareholder approval
5. Business Plan: Initial business plan and investment strategy
6. Share Capital Table: Current and pro-forma shareholding structure
7. Transfer Notice: Form of notice for share transfers
8. Tag-Along Notice: Form of notice for exercising tag-along rights
9. Drag-Along Notice: Form of notice for exercising drag-along rights
10. Management Service Agreements: Form of service agreements for management shareholders
11. Anti-Dilution Calculations: Detailed mechanics for anti-dilution adjustments
12. Reporting Requirements: Templates and requirements for periodic financial and operational reporting
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