Document background
The Subscription And Shareholders Agreement is a fundamental document used in Dutch corporate transactions where new investors are entering a company while establishing long-term governance arrangements. It serves two primary purposes: facilitating the subscription of shares by new investors and establishing the framework for ongoing relationships between all shareholders. This document is particularly crucial in private equity investments, venture capital funding rounds, joint ventures, and corporate restructurings in the Netherlands. It needs to comply with Dutch corporate law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek), and typically includes provisions for share issuance, transfer restrictions, voting rights, board composition, reserved matters, and exit mechanisms. The agreement is designed to protect both existing and new shareholders while providing clear governance structures for the company's operation.
