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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."
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
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
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
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
Legal
Finance
Corporate Development
Executive Leadership
Investment
Compliance
Board of Directors
Corporate Governance
Investor Relations
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
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