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Preference Shares Agreement Template for Netherlands

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Key Requirements PROMPT example:

Preference Shares Agreement

"I need a Preference Shares Agreement for our Dutch tech startup to issue Series A preference shares to venture capital investors, with a planned closing date of March 15, 2025, including standard anti-dilution protection and a 1x liquidation preference."

Document background
The Preference Shares Agreement is a vital legal instrument used in Dutch corporate practice when companies seek to issue shares with special rights and privileges different from ordinary shares. This document is particularly relevant in scenarios involving capital raising, corporate restructuring, or strategic investments. The agreement must comply with Dutch corporate law, specifically the Dutch Civil Code (Burgerlijk Wetboek) and relevant financial regulations. It details crucial aspects such as dividend rights, voting powers, conversion possibilities, and liquidation preferences. The Preference Shares Agreement is commonly used by companies looking to attract institutional investors while maintaining control over their corporate structure, or as part of anti-takeover mechanisms in listed companies. The document serves as the primary reference point for all stakeholders regarding the specific terms and conditions of the preference shares.
Suggested Sections

1. Parties: Identification of the company issuing the preference shares and the preference shareholders

2. Background: Context of the preference share issuance and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Issuance of Preference Shares: Terms and conditions of the preference share issuance, including number of shares and issue price

5. Preference Share Rights: Detailed description of preferential rights, including dividend rights, voting rights, and liquidation preferences

6. Dividend Provisions: Specific terms regarding dividend calculations, payment timing, and cumulative/non-cumulative nature

7. Conversion Rights: Terms and conditions under which preference shares may be converted to ordinary shares

8. Transfer Restrictions: Limitations and conditions on the transfer of preference shares

9. Corporate Governance: Voting rights and any special governance rights attached to preference shares

10. Redemption Rights: Terms and conditions under which the company may redeem the preference shares

11. Representations and Warranties: Statements of fact and assurances from both the company and the shareholders

12. Notices: Procedures for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Anti-dilution Protection: Protection mechanisms for preference shareholders against dilution of their shareholding, included when specifically negotiated

2. Tag-along Rights: Rights of preference shareholders to join in sale of shares by other shareholders, included in cases with multiple major shareholders

3. Drag-along Rights: Rights to force preference shareholders to join in sale of the company, included when requested by major shareholders

4. Pre-emptive Rights: Rights of first refusal on new share issuances, included when specifically negotiated

5. Information Rights: Special information and inspection rights for preference shareholders, included for significant investors

6. Registration Rights: Rights related to registration of shares for public trading, included if IPO is contemplated

7. Board Representation: Rights to appoint board members, included for significant preference shareholders

8. Exit Rights: Specific provisions regarding company sale or IPO, included when exit strategy is crucial

Suggested Schedules

1. Share Certificate Template: Form of share certificate for the preference shares

2. Calculation of Dividend Rights: Detailed methodology and examples of dividend calculations

3. Articles of Association Amendments: Required amendments to the company's articles to accommodate the preference shares

4. Shareholders' Register Update: Template for updating the shareholders' register

5. Conversion Notice: Form of notice for converting preference shares to ordinary shares

6. Redemption Notice: Form of notice for share redemption

7. Transfer Notice: Form of notice for transfer of preference shares

8. Deed of Adherence: Template for new shareholders to become bound by the agreement

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

Relevant legal definitions










































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Infrastructure

Telecommunications

Professional Services

Consumer Goods

Private Equity

Venture Capital

Biotechnology

Renewable Energy

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Investor Relations

Compliance

Corporate Secretariat

Board Secretariat

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Counsel

Finance Director

Corporate Lawyer

Investment Manager

Board Member

Compliance Officer

Corporate Development Manager

Treasury Manager

Investor Relations Manager

Company Secretary

Industries







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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