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Stock Pledge And Security Agreement Template for England and Wales

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Key Requirements PROMPT example:

Stock Pledge And Security Agreement

"I need a Stock Pledge and Security Agreement to secure a £5 million loan facility, where the pledgor is pledging 60% of shares in a UK tech startup, with specific provisions for maintaining voting rights until default occurs."

Document background
A Stock Pledge and Security Agreement is commonly used when a party needs to provide security over shares as collateral for a loan or other obligation under English and Welsh law. The agreement details the specific shares being pledged, the obligations being secured, and the rights and responsibilities of both the pledgor and pledgee. It includes provisions for enforcement, voting rights, dividends, and other key aspects of the security arrangement. This document is crucial in financial transactions where shares serve as collateral and must comply with UK company law and security regulations.
Suggested Sections

1. Parties: Identification of pledgor, pledgee, and any other relevant parties

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement including reference to relevant legislation

4. Grant of Security Interest: Core pledge provisions and creation of security interest over the shares

5. Representations and Warranties: Pledgor's declarations regarding ownership, authority, and status of pledged shares

6. Covenants: Ongoing obligations of the pledgor including maintenance of security and compliance requirements

7. Events of Default: Circumstances triggering enforcement rights and remedies

8. Enforcement Rights: Pledgee's rights upon default including power of sale and appointment of receivers

9. Notices: Requirements for serving notices under the agreement

10. Governing Law and Jurisdiction: Specification of English law as governing law and submission to English courts

Optional Sections

1. Voting Rights: Provisions governing exercise of voting rights attached to pledged shares during security period

2. Dividend Rights: Treatment and allocation of dividends on pledged shares during security period

3. Further Assurance: Additional actions required to perfect or maintain security interest

4. Tax Provisions: Allocation of responsibility for taxes arising from the pledge arrangement

5. Registration and Filing: Specific requirements for registration of security interest with Companies House or other authorities

Suggested Schedules

1. Schedule of Pledged Shares: Detailed description of shares being pledged including certificate numbers and company details

2. Form of Stock Transfer Form: Standard form for transfer of shares upon enforcement of security

3. Notice of Pledge: Template notice to be given to the company whose shares are pledged

4. Powers of Attorney: Forms appointing pledgee as attorney for enforcement purposes

5. Companies House Forms: Relevant forms for registration of charge over shares

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

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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company shares, security interests, registration of charges, and corporate record-keeping requirements

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing financial collateral arrangements, including enforcement mechanisms, security realization, and perfection requirements

Law of Property Act 1925: Fundamental legislation establishing general principles of security interests and enforcement rights in property

Financial Services and Markets Act 2000: Legislation governing regulated financial activities and their oversight, relevant if the arrangement involves regulated activities

Financial Services Act 2012: Framework legislation establishing regulatory requirements for financial services and markets

Enterprise Act 2002: Legislation containing important provisions regarding enforcement of security and related restrictions

UK Corporate Insolvency and Governance Act 2020: Recent legislation affecting security enforcement during insolvency proceedings and corporate governance

FCA Regulations: Regulatory requirements set by the Financial Conduct Authority, applicable if parties are engaged in regulated activities

Companies House Requirements: Administrative requirements for registration of charges and related filing obligations with the UK company registrar

Common Law Principles: Established case law and equitable principles relating to security interests, enforcement, and contractual interpretation

EU Retained Law: Former EU legislation retained in UK law post-Brexit that may affect security arrangements and their enforcement

Conflict of Laws Principles: Legal principles determining jurisdiction and applicable law in cases involving international parties or cross-border elements

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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