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Venture Capital Shareholders Agreement Template for Germany

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Key Requirements PROMPT example:

Venture Capital Shareholders Agreement

"I need a Venture Capital Shareholders Agreement under German law for a Series A investment of €5 million into our renewable energy startup, with provisions for two VC investors and a strategic corporate investor, including specific clean technology reporting requirements."

Document background
The Venture Capital Shareholders Agreement is a crucial document used when a company receives venture capital investment in Germany. It serves as the primary agreement governing the relationship between the venture capital investors, the company, and its existing shareholders. The document must comply with German corporate law requirements while incorporating international venture capital market standards. It typically follows either GmbH (limited liability company) or AG (stock corporation) regulations, depending on the company's legal form. The agreement covers essential aspects such as corporate governance, share transfer restrictions, anti-dilution provisions, and exit rights, while ensuring compliance with German mandatory corporate law provisions. This document is particularly important as it balances the interests of new investors with those of existing shareholders while providing a framework for future growth and potential exits.
Suggested Sections

1. Parties: Identification of all parties including the company, existing shareholders, and venture capital investors

2. Background: Context of the investment, company history, and purpose of the agreement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Capital and Shareholding Structure: Current and post-investment capital structure, share classes, and nominal values

5. Investment Terms: Details of the investment amount, valuation, and share subscription

6. Corporate Governance: Board composition, voting rights, and management structure

7. Reserved Matters: Actions requiring special majority or investor consent

8. Information and Reporting Rights: Investor information rights and reporting obligations of the company

9. Share Transfer Restrictions: Limitations on share transfers and pre-emptive rights

10. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

11. Anti-Dilution Protection: Mechanisms to protect investors against dilution in down rounds

12. Exit Provisions: Provisions regarding IPO, trade sale, or other exit scenarios

13. Warranties and Representations: Warranties given by the company and existing shareholders

14. Confidentiality: Confidentiality obligations and permitted disclosures

15. Term and Termination: Duration of the agreement and termination provisions

16. General Provisions: Miscellaneous legal provisions including governing law and jurisdiction

Optional Sections

1. Founder Commitments: Specific obligations for founders including non-compete and full-time commitment, used when founders remain operational

2. Employee Share Option Pool (ESOP): Terms of employee share scheme, included if an ESOP is being established

3. Strategic Investor Rights: Special rights for strategic investors, included when strategic investors are involved

4. Multiple Closing Provisions: Provisions for multiple investment tranches, used in staged investments

5. Industry-Specific Regulations: Additional provisions for regulated industries (e.g., FinTech, Healthcare)

6. Liquidation Preference Waterfall: Detailed distribution provisions, included in complex cap structures

7. Supervisory Board Provisions: Required for AGs or larger GmbHs with supervisory boards

Suggested Schedules

1. Cap Table: Detailed shareholding structure pre and post-investment

2. Company Details: Commercial register excerpts and company particulars

3. Investment Terms Sheet: Copy of the agreed terms sheet

4. Business Plan: Company's current business plan and financial projections

5. Warranties: Detailed warranty schedule

6. Board Rules of Procedure: Detailed governance procedures and board operations

7. Key Performance Indicators: Agreed reporting metrics and calculations

8. Form of Deed of Adherence: Template for new shareholders joining the agreement

9. ESOP Terms: Detailed terms of the employee share option scheme

10. Reserved Matters List: Detailed list of matters requiring special approval

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















































Clauses






































Relevant Industries

Technology

Software

FinTech

Healthcare/BioTech

Clean Technology

E-commerce

Industrial Technology

Digital Media

Artificial Intelligence

Renewable Energy

Manufacturing Technology

Consumer Technology

Enterprise Software

Deep Technology

Mobility/Transportation

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Board of Directors

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Manager

Venture Capital Partner

Corporate Lawyer

Investment Director

Managing Director

Chief Legal Officer

Company Secretary

Board Member

Investment Associate

Corporate Development Manager

Compliance Officer

Financial Controller

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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