The Shareholder Rights Agreement is a fundamental document used in Swiss corporate practice to establish a clear framework for shareholder relationships and corporate governance. It becomes particularly important when companies have multiple shareholders, are seeking investment, or are planning for future growth scenarios. This agreement, governed by Swiss law and particularly the Swiss Code of Obligations, typically addresses crucial aspects such as share transfer restrictions, voting arrangements, board composition, and minority shareholder protections. The document is essential for both private and public companies, though its specific provisions may vary depending on the company's size, structure, and shareholder composition. A well-drafted Shareholder Rights Agreement helps prevent potential conflicts, provides clarity on decision-making processes, and establishes clear mechanisms for handling various corporate scenarios, from routine operations to major corporate changes.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company information, shareholding structure, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Scope and Purpose: Detailed description of the agreement's scope and objectives
5. Share Capital and Shareholding Structure: Current share capital, classes of shares, and shareholding percentages
6. Voting Rights and Obligations: Core voting arrangements, including voting commitments and procedures
7. Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along rights
8. Corporate Governance: Board composition, appointment rights, and management structure
9. General Meeting Procedures: Rules for conducting shareholder meetings and decision-making processes
10. Information Rights: Shareholders' rights to company information and financial reports
11. Term and Termination: Duration of the agreement and termination provisions
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company
2. Anti-Dilution Protection: Include when protecting certain shareholders from equity dilution is desired
3. Preferred Dividend Rights: Include when certain share classes have special dividend rights
4. Put and Call Options: Include when shareholders want specific share purchase or sale rights
5. Non-Compete and Non-Solicitation: Include when shareholders should be restricted from competing activities
6. Deadlock Resolution: Include when specific procedures for resolving shareholder disputes are needed
7. Exit Rights: Include when specific provisions for IPO or sale scenarios are needed
8. Representations and Warranties: Include when shareholders need to make specific confirmations about their status or capacity
1. Current Shareholding Structure: Detailed breakdown of current shareholders and their holdings
2. Articles of Association: Current version of the company's articles of association
3. Board Regulations: Internal regulations governing the board of directors
4. Share Transfer Procedures: Detailed procedures for implementing share transfers
5. Valuation Methods: Agreed methods for share valuation in various scenarios
6. Reserved Matters: List of decisions requiring special majority or unanimous consent
7. Form of Deed of Adherence: Template for new shareholders joining the agreement
8. Reporting Requirements: Details of required financial and management reports
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