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Joint Venture And Shareholders Agreement

Joint Venture And Shareholders Agreement Template for Austria

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Key Requirements PROMPT example:

Joint Venture And Shareholders Agreement

"I need a Joint Venture and Shareholders Agreement under Austrian law for a technology joint venture between an Austrian software company and a German AI developer, with specific provisions for IP protection and R&D collaboration starting March 2025."

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Document background
The Joint Venture and Shareholders Agreement is a crucial document used when two or more parties wish to establish a joint business venture while clearly defining their roles as shareholders under Austrian law. This comprehensive agreement serves multiple purposes: it establishes the joint venture entity, defines the business relationship between the parties, sets out governance and management structures, and protects shareholders' rights. The document is particularly important in the Austrian business context as it must comply with specific requirements of the Austrian Commercial Code (UGB) and corporate laws while incorporating international best practices for joint ventures. It typically includes detailed provisions on capital contributions, share transfers, voting rights, profit distribution, and exit mechanisms, making it essential for both domestic and cross-border business collaborations.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including full legal names and registered addresses

2. Background: Context of the joint venture, including business objectives and parties' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Formation of Joint Venture: Details of the joint venture company's formation, including company type, registered office, and business purpose

5. Capital Structure and Contributions: Share capital, initial contributions, and funding obligations of each party

6. Business Plan and Budget: Initial business plan and budget framework for the joint venture

7. Management and Governance: Management structure, board composition, and decision-making processes

8. Shareholder Rights and Obligations: Voting rights, information rights, and general obligations of shareholders

9. Reserved Matters: Decisions requiring special majority or unanimous approval

10. Transfer of Shares: Rules governing share transfers, including restrictions and pre-emptive rights

11. Deadlock Resolution: Procedures for resolving fundamental disagreements between parties

12. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Exit Provisions: Mechanisms for parties to exit the joint venture

15. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Intellectual Property Rights: Provisions governing IP ownership and licensing when IP is significant to the joint venture

2. Employee Matters: Specific provisions for employee transfers or sharing when the JV involves personnel arrangements

3. Related Party Transactions: Framework for managing transactions with shareholders or their affiliates

4. Distribution Policy: Specific dividend or distribution policies when parties want predetermined arrangements

5. Territory and Exclusivity: Geographic restrictions and exclusivity rights where relevant to the business

6. Technical Services: Terms for technical support or services provided by shareholders

7. Put and Call Options: Specific share purchase rights and obligations between parties

8. Anti-Corruption Compliance: Detailed compliance provisions for international joint ventures

9. Force Majeure: Provisions for handling extraordinary events affecting the joint venture

Suggested Schedules

1. Initial Business Plan: Detailed business plan for the first operational period

2. Initial Budget: Detailed budget for the first operational period

3. Articles of Association: Constitutional document of the joint venture company

4. Shareholder Details: Complete details of shareholdings and shareholder information

5. Reserved Matters List: Comprehensive list of decisions requiring special approval

6. Initial Officers: List of initial directors, officers, and key employees

7. Form of Deed of Adherence: Template for new shareholders joining the agreement

8. Intellectual Property Register: List of IP rights owned or licensed to the joint venture

9. Related Agreements: Key commercial agreements between JV and shareholders

10. Share Valuation Methodology: Agreed methods for valuing shares in transfer scenarios

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Change of Control
Completion
Completion Date
Confidential Information
Control
Deadlock
Deed of Adherence
Director
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Force Majeure
Group
Initial Business Plan
Initial Capital
Intellectual Property Rights
Joint Venture Company
Key Performance Indicators
Management
Material Adverse Change
Notice
Parties
Put Option
Related Party Transaction
Reserved Matters
Share Capital
Shareholder Loan
Shareholders
Shares
Strategic Plan
Subsidiary
Tag-Along Rights
Territory
Third Party
Transfer
Valuation
Working Capital
Clauses
Interpretation
Definitions
Formation of Joint Venture
Business of the Company
Capital Structure
Share Subscription
Capital Contributions
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Structure
Decision Making
Business Plan
Funding Obligations
Distribution Policy
Non-Competition
Confidentiality
Intellectual Property
Financial Matters
Information Rights
Deadlock Resolution
Exit Provisions
Put and Call Options
Event of Default
Termination
Force Majeure
Anti-Corruption
Representations and Warranties
Indemnification
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Third Party Rights
Relevant Industries

Manufacturing

Technology

Real Estate

Energy

Infrastructure

Telecommunications

Financial Services

Healthcare

Automotive

Consumer Goods

Pharmaceuticals

Renewable Energy

Mining

Agriculture

Transportation

Construction

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Strategy

Mergers & Acquisitions

Business Development

Risk & Compliance

Corporate Governance

Operations

Treasury

Tax

International Business

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Lawyer

Legal Counsel

Business Development Director

Investment Manager

Corporate Secretary

Finance Director

Head of Strategy

Commercial Director

Risk Manager

Operations Director

Board Member

General Counsel

Compliance Officer

Executive Director

Industries
Austrian Commercial Code (Unternehmensgesetzbuch - UGB): Primary legislation governing commercial relationships and business enterprises in Austria, providing framework for business operations and commercial transactions
Limited Liability Companies Act (GmbH-Gesetz): Regulates the formation and operation of GmbH (limited liability companies), including shareholders' rights, management structure, and corporate governance
Stock Corporation Act (Aktiengesetz - AktG): Governs joint stock companies (AG), relevant if the joint venture is structured as an AG, covering shareholder rights and corporate governance
Austrian Civil Code (ABGB): Provides fundamental principles of contract law, legal capacity, and general civil law provisions applicable to business relationships
Austrian Cartel Act (Kartellgesetz): Regulates competition aspects of joint ventures, including merger control and anti-competitive behavior
Austrian Foreign Investment Control Act (Investitionskontrollgesetz): Governs foreign investments in Austrian companies, potentially relevant for international joint ventures
EU Merger Control Regulation: European regulation applicable to larger joint ventures with EU-wide impact, requiring potential merger clearance
Austrian Corporate Income Tax Act (Körperschaftsteuergesetz): Regulates taxation of corporate entities, crucial for structuring the joint venture's tax affairs
Austrian Capital Markets Act (Kapitalmarktgesetz): Relevant if the joint venture involves public offerings or trading of securities
Austrian Labor Law (Arbeitsrecht): Governs employment relationships and worker participation rights that may affect joint venture operations
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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