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Shareholder Contract
"I need a Shareholder Contract under German law for my tech startup GmbH, which will bring in three new venture capital investors in March 2025, with specific provisions for anti-dilution protection and future funding rounds."
1. Parties: Identification of all shareholders and the company, including full legal names, registration details, and addresses
2. Background: Context of the agreement, company history, and purpose of the agreement
3. Definitions: Definitions of key 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: Rules for managing the company, appointment of directors, and decision-making processes
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights, and quorum requirements
7. Transfer Restrictions: Restrictions on transfer of shares, including right of first refusal and approval requirements
8. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in share sales
9. Profit Distribution and Dividend Policy: Rules for distribution of profits and determination of dividend payments
10. Information Rights: Shareholders' rights to company information and financial reports
11. Non-Competition and Confidentiality: Obligations regarding competitive activities and handling of confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes
14. Miscellaneous: Standard contractual provisions including severability, entire agreement, and amendments
1. Preemptive Rights: Rights of existing shareholders to maintain their percentage ownership in case of new share issuance
2. Dead-Lock Resolution: Procedures for resolving situations where shareholders cannot reach agreement on crucial decisions
3. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
4. Exit Provisions: Detailed procedures for company sale, IPO, or other exit scenarios
5. Intellectual Property Rights: Special provisions for companies with significant IP assets
6. Employee Share Ownership: Provisions for employee share schemes or management participation
7. Special Veto Rights: Specific veto rights for minority shareholders on particular matters
8. Anti-Dilution Protection: Protection mechanisms for existing shareholders against dilution in future funding rounds
9. Succession Planning: Provisions for handling shares in case of death or incapacity of shareholders
1. Current Shareholding Structure: Detailed list of current shareholders and their shareholdings
2. Articles of Association: Current version of the company's Articles of Association
3. Business Plan: Current business plan and financial projections
4. Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Share Valuation Methodology: Agreed method for valuing shares in various transfer scenarios
6. Deed of Adherence: Template for new shareholders to join the agreement
7. Company Group Structure: Chart showing company's group structure and subsidiaries
8. Shareholders' Loans: Details of any existing shareholders' loans and their terms
Authors
Technology
Manufacturing
Professional Services
Financial Services
Healthcare
Real Estate
Retail
Energy
Media & Entertainment
Construction
Automotive
Life Sciences
Software
E-commerce
Family Businesses
Legal
Corporate Governance
Finance
Executive Management
Board of Directors
Compliance
Corporate Development
Investor Relations
Company Secretariat
Risk Management
Chief Executive Officer
Managing Director
General Counsel
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Investment Manager
Company Secretary
Board Member
Compliance Officer
Corporate Governance Officer
Shareholder Relations Manager
Investment Director
Business Development Director
Finance Director
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