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Venture Capital Shareholders Agreement Template for United States

A Venture Capital Shareholders Agreement is a legally binding document governed by U.S. federal and state securities laws that establishes the rights, obligations, and relationships between venture capital investors and existing shareholders in a company. It typically includes provisions for share classes, voting rights, board composition, transfer restrictions, anti-dilution protection, and exit mechanisms. The agreement is crucial for protecting investor interests while maintaining operational flexibility for the company's growth.

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What is a Venture Capital Shareholders Agreement?

The Venture Capital Shareholders Agreement is essential when a company receives venture capital investment in the United States. It serves as the primary document governing the relationship between investors and the company, typically implemented during Series A or later funding rounds. The agreement addresses crucial aspects such as investor rights, corporate governance, share transfer restrictions, and exit provisions. Given the complex regulatory environment in the U.S., including federal securities laws and state-specific requirements, this agreement must carefully balance investor protection with company flexibility while ensuring compliance with applicable regulations.

What sections should be included in a Venture Capital Shareholders Agreement?

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

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Classes: Details of share structure, classes, and rights attached to each class

5. Board Composition and Management: Structure of the board, appointment rights, and management provisions

6. Transfer Restrictions: Limitations on share transfers and right of first refusal

7. Tag-Along and Drag-Along Rights: Exit provisions for minority shareholders and majority forced sale rights

8. Pre-emptive Rights: Rights of existing shareholders to maintain ownership percentage in new issues

9. Information Rights: Shareholders' rights to company information and financial reports

What sections are optional to include in a Venture Capital Shareholders Agreement?

1. Anti-Dilution Protection: Protection against value dilution in future rounds - typically included when investors require protection against down rounds

2. Liquidation Preference: Priority rights in case of liquidation or exit - typically included when preferred shares are issued

3. Dividend Rights: Special dividend provisions for different share classes - included when different dividend rights are attached to share classes

4. Vesting Provisions: Vesting schedule for founder/employee shares - included when founder/employee shares are subject to vesting

What schedules should be included in a Venture Capital Shareholders Agreement?

1. Schedule 1 - Cap Table: Current and pro-forma capitalization table

2. Schedule 2 - Articles of Association: Company's constitutional documents

3. Schedule 3 - Investor Rights: Detailed investor rights and privileges

4. Schedule 4 - Board Resolutions: Relevant board approvals for the investment

5. Schedule 5 - Business Plan: Company's business plan and financial projections

6. Schedule 6 - Warranties: Detailed warranties given by the company and founders

7. Schedule 7 - Share Transfer Form: Template for share transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Cost

Free to use

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