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50 50 Shareholder Agreement
"I need a 50-50 Shareholder Agreement for a Dutch technology startup, with strong IP protection clauses and provisions for potential future investment rounds, as we plan to seek venture capital funding by March 2025."
1. Parties: Identification of the shareholders and the company
2. Background: Context of the agreement and history of the company
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of share ownership, classes of shares, and capital structure
5. Management and Decision Making: Board composition, voting rights, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings
7. Reserved Matters: Decisions requiring unanimous shareholder approval
8. Deadlock Resolution: Procedures for resolving disputes when shareholders cannot agree
9. Transfer of Shares: Rules and restrictions regarding the transfer of shares
10. Tag-Along and Drag-Along Rights: Rights of shareholders in case of share transfers
11. Valuation: Methods for determining share value in various scenarios
12. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
13. Termination: Circumstances and procedures for terminating the agreement
14. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction
1. Dividend Policy: Specific arrangements for profit distribution, used when shareholders want to formalize dividend expectations
2. Intellectual Property Rights: Arrangements for IP ownership and licensing, needed when IP is significant to the business
3. Employee Share Schemes: Framework for employee participation in share ownership, included when planning employee incentivization
4. Exit Strategy: Planned exit mechanisms like IPO or sale, included when shareholders want to plan for future exit
5. Additional Funding: Procedures for providing additional capital, important when future funding needs are anticipated
6. Related Party Transactions: Rules for dealing with related party transactions, needed when shareholders have other business interests
7. Good Leaver/Bad Leaver Provisions: Specific provisions for when shareholders leave the company, useful for professional service companies
1. Share Capital Structure: Detailed breakdown of share ownership and share classes
2. Board Composition: Current board members and their roles
3. Reserved Matters List: Comprehensive list of decisions requiring unanimous approval
4. Company Details: Registration numbers, registered address, and other corporate information
5. Deed of Adherence: Template for new shareholders joining the agreement
6. Valuation Methodology: Detailed procedures for share valuation
7. Business Plan: Initial business plan and strategy
8. Shareholders' Particulars: Detailed information about each shareholder
Authors
Technology
Manufacturing
Professional Services
Real Estate
Retail
Healthcare
Construction
Media and Entertainment
Financial Services
Consulting
Energy
Agriculture
Transportation and Logistics
Education and Training
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Corporate Secretariat
Business Development
Strategic Planning
Risk Management
Shareholder Relations
Chief Executive Officer
Managing Director
Company Director
Business Owner
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Business Development Director
Chief Operating Officer
Partnership Manager
Compliance Officer
Corporate Governance Officer
Board Member
Shareholder Relations Manager
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