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Shareholding Agreement
"Need a Shareholders' Agreement for a Dutch tech startup with three founding shareholders and one venture capital investor, including specific provisions for future funding rounds and an IPO exit strategy planned for Q3 2025."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company history and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of share classes, numbers, and ownership percentages
5. Transfer Restrictions: Provisions governing the transfer of shares, including right of first refusal and tag-along/drag-along rights
6. Management and Decision Making: Governance structure, board composition, and decision-making processes
7. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights
8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
9. Dividend Policy: Framework for profit distribution and dividend declarations
10. Information Rights: Shareholders' rights to company information and financial reports
11. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
12. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard clauses including governing law, notices, and amendments
1. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage in new share issues
2. Employee Share Scheme: Include when the company has or plans to implement employee share ownership programs
3. Intellectual Property Rights: Necessary for technology companies or when IP is a significant asset
4. Family Succession Planning: Required for family-owned businesses to address generational transfer
5. Exit Strategy: Important for startups and venture capital-backed companies
6. Anti-dilution Protection: Typically included when there are institutional investors
7. Put and Call Options: Optional rights for shareholders to sell or buy shares under specific conditions
8. Management Incentive Plans: Include when management shareholders have special rights or obligations
1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholders
2. Schedule 2: Deed of Adherence: Template for new shareholders to become bound by the agreement
3. Schedule 3: Reserved Matters List: Detailed list of decisions requiring special approval
4. Schedule 4: Business Plan: Current business plan and strategic objectives
5. Schedule 5: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
6. Schedule 6: Competing Business Activities: Definition and scope of restricted competitive activities
7. Schedule 7: Initial Board Composition: List of initial directors and their roles
8. Schedule 8: Shareholders' Loans: Details of any existing shareholder loans and their terms
Authors
Technology
Manufacturing
Professional Services
Financial Services
Real Estate
Retail
Healthcare
Energy
Agriculture
Transportation
Media and Entertainment
Construction
Education
Telecommunications
Biotechnology
E-commerce
Legal
Corporate Affairs
Executive Leadership
Board of Directors
Finance
Compliance
Risk Management
Investor Relations
Corporate Governance
Business Development
Company Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Company Secretary
Board Member
Director of Corporate Affairs
Investment Manager
Shareholder Relations Manager
Legal Counsel
Corporate Governance Officer
Managing Director
Business Development Director
Private Equity Manager
Venture Capital Manager
Risk Management Officer
Compliance Officer
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