The Stakeholders Agreement is a fundamental document used in Swiss corporate structures to establish a clear framework for relationships between various stakeholders in a company. It becomes particularly relevant when a company has multiple shareholders, is seeking investment, or undergoes significant structural changes. The agreement, governed by Swiss law, typically includes provisions for share transfers, voting rights, board composition, and dispute resolution mechanisms. It must comply with the Swiss Code of Obligations and other relevant federal legislation while addressing specific needs of the company and its stakeholders. The document is especially crucial for startups seeking investment, family-owned businesses with multiple shareholders, joint ventures, and companies planning for future growth or exit strategies.
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1. Parties: Identification of all stakeholders and the company
2. Background: Context of the agreement and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Objectives of the agreement and its application scope
5. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and current ownership
6. Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along rights
7. Corporate Governance: Board composition, voting rights, and decision-making processes
8. General Meeting: Rules for conducting shareholder meetings and voting procedures
9. Management and Control: Day-to-day management provisions and control mechanisms
10. Information Rights: Stakeholders' rights to company information and financial reports
11. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
12. Term and Termination: Duration of the agreement and termination provisions
13. Applicable Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Exit Provisions: Detailed procedures for stakeholder exit, including IPO and trade sale scenarios
2. Drag-Along Rights: Rights forcing minority shareholders to join in sale of shares, typically included for private companies
3. Anti-Dilution Protection: Protection mechanisms for existing stakeholders in case of new share issuances
4. Dividend Policy: Specific provisions regarding profit distribution, if not covered in general financial provisions
5. Deadlock Resolution: Mechanisms for resolving deadlock situations, particularly important for 50/50 joint ventures
6. Intellectual Property Rights: Specific provisions regarding IP ownership and licensing, important for technology companies
7. Employee Participation: Provisions for employee share ownership plans or similar schemes
8. Industry-Specific Provisions: Additional provisions required for regulated industries like financial services or healthcare
1. Current Shareholding Structure: Detailed breakdown of current share ownership
2. Articles of Association: Current version of the company's articles of association
3. Board Regulations: Internal regulations governing the board of directors
4. Business Plan: Current business plan and strategic objectives
5. Valuation Methodology: Agreed methods for company/share valuation
6. Share Transfer Procedures: Detailed procedures and forms for share transfers
7. Organizational Structure: Current management and reporting structure
8. Deed of Adherence: Template for new stakeholders joining the agreement
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