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Stock Pledge Agreement Template for Netherlands

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Key Requirements PROMPT example:

Stock Pledge Agreement

"I need a Stock Pledge Agreement under Dutch law for a private equity transaction where a holding company is pledging 100% of its shares in an operating subsidiary to secure a €50 million term loan facility closing on March 15, 2025, with specific provisions for voting rights to remain with pledgor until default."

Document background
The Stock Pledge Agreement is a crucial security document used in Dutch financial and corporate transactions where shares are provided as collateral for loans or other financial obligations. This agreement is commonly used in acquisition finance, corporate lending, and structured finance transactions in the Netherlands. It must comply with specific requirements under Dutch law, particularly Books 2 and 3 of the Dutch Civil Code, regarding the creation and perfection of security rights over shares. The document addresses key aspects such as voting rights, dividend arrangements, and enforcement procedures, while ensuring compliance with Dutch corporate law requirements for share transfers and encumbrances. The agreement is particularly important in secured lending transactions where lenders require security over the shares of operating companies or holding companies.
Suggested Sections

1. Parties: Identification of Pledgor(s) and Pledgee(s), including registration details for legal entities

2. Background: Context of the pledge, including reference to underlying facility/obligation being secured

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Dutch law-specific concepts

4. Creation of Pledge: Express terms creating the pledge over the shares, including description of pledged shares

5. Perfection Requirements: Steps required to perfect the pledge under Dutch law, including registration and notification requirements

6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances

7. Voting Rights: Arrangements for exercise of voting rights pre and post-enforcement

8. Dividends and Distributions: Treatment of dividends and other distributions pre and post-enforcement

9. Further Assurance: Obligations to execute additional documents and take steps to perfect/maintain the pledge

10. Enforcement: Rights and procedures for enforcing the pledge under Dutch law

11. Power of Attorney: Irrevocable power of attorney for pledgee to perfect and enforce the pledge

12. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction of Dutch courts

Optional Sections

1. Parallel Debt: Required when the pledge secures obligations owed to multiple creditors or in syndicated facilities

2. Additional Security Rights: Used when the pledge is combined with other security rights over the shares

3. Bank Accounts: Required when dividend payments are to be paid into specific secured accounts

4. Tag-Along Rights: Optional provisions regarding transfer restrictions and tag-along rights

5. Independent Security: Provisions confirming the pledge as independent security when required by Dutch law

6. Share Transfer Restrictions: Required when there are existing transfer restrictions in shareholders' agreements

7. Tax Provisions: Specific tax-related provisions if pledge has tax implications

Suggested Schedules

1. Form of Notice of Pledge: Template notice to be sent to the company whose shares are being pledged

2. Form of Acknowledgment: Template acknowledgment to be signed by the company whose shares are being pledged

3. Corporate Documents: Copies of relevant corporate documents including shareholders register and articles of association

4. Share Certificates: Copies of share certificates (if applicable)

5. Powers of Attorney: Forms of powers of attorney required for pledge perfection

6. Shareholders' Resolutions: Any required shareholder approvals or waivers

7. Details of Pledged Shares: Specific details and numbers of shares being pledged

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

Banking & Finance

Private Equity

Investment Management

Corporate Services

Legal Services

Financial Technology

Investment Banking

Asset Management

Corporate Finance

Venture Capital

Relevant Teams

Legal

Finance

Corporate Secretarial

Risk Management

Compliance

Credit

Investment

Corporate Finance

Treasury

Securities Administration

Relevant Roles

Legal Counsel

Corporate Lawyer

Finance Manager

Transaction Manager

Security Trustee

Compliance Officer

Corporate Secretary

Chief Financial Officer

Investment Manager

Credit Risk Manager

Due Diligence Officer

Portfolio Manager

Banking Lawyer

Security Agent

Private Equity Associate

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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