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Shareholders Agreement And Share Subscription Agreement

Shareholders Agreement And Share Subscription Agreement Template for Austria

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Key Requirements PROMPT example:

Shareholders Agreement And Share Subscription Agreement

"I need a Shareholders Agreement and Share Subscription Agreement for my Austrian technology startup, where we're bringing in three venture capital investors in March 2025, with specific provisions for future funding rounds and an employee stock option pool of 10% of shares."

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Document background
The Shareholders Agreement And Share Subscription Agreement is a crucial document used in Austrian corporate transactions when a company is issuing new shares and establishing or updating the governance framework among its shareholders. This document is particularly relevant in investment rounds, corporate restructurings, or when bringing in new strategic investors. It serves dual purposes: first, it documents the terms of the new share issuance, including pricing, payment terms, and conditions precedent; second, it establishes the ongoing rights and obligations of all shareholders, both existing and new. The agreement must comply with Austrian corporate law requirements, including the Aktiengesetz and GmbH-Gesetz, while also considering EU regulations. It typically includes detailed provisions on share transfer restrictions, voting rights, board composition, and reserved matters requiring special approval. This type of agreement is fundamental to protecting shareholder interests while ensuring clear corporate governance structures.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the Company, existing shareholders, and new subscribers

2. Background: Context of the transaction, including current shareholding structure and purpose of the share subscription

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

4. Share Subscription: Details of new shares being issued, subscription price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription

6. Warranties and Representations: Warranties given by the Company, existing shareholders, and new subscribers

7. Management and Control: Board composition, appointment rights, and decision-making processes

8. Shareholder Rights and Obligations: Voting rights, dividend rights, and other shareholder obligations

9. Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along/drag-along rights

10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

11. Confidentiality: Obligations regarding confidential information and company secrets

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

13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future funding rounds

2. Preferred Rights: Special rights attached to preferred shares, if applicable

3. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

5. Intellectual Property Rights: Special provisions regarding IP ownership and development

6. Employee Share Scheme: Framework for employee share ownership program

7. Dead-lock Resolution: Mechanisms for resolving shareholder or board deadlocks

8. Exit Provisions: Specific provisions regarding IPO or trade sale scenarios

Suggested Schedules

1. Schedule 1 - Share Capital Table: Current and post-completion shareholding structure

2. Schedule 2 - Subscription Details: Detailed breakdown of share subscription amounts and prices

3. Schedule 3 - Company Information: Key company details, including registration information and directors

4. Schedule 4 - Warranties: Detailed warranties given by the parties

5. Schedule 5 - Reserved Matters: Comprehensive list of matters requiring special approval

6. Schedule 6 - Board Regulations: Detailed procedures for board meetings and decision-making

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

8. Schedule 8 - Business Plan: Company's business plan and financial projections

9. Appendix A - Articles of Association: Current or amended articles of association

10. Appendix B - Board Resolutions: Relevant board resolutions approving the share issuance

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
Agreement
Articles of Association
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Deed of Adherence
Defaulting Shareholder
Directors
Encumbrance
Event of Default
Exit
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
IPO
Issue Price
Key Employees
Major Decisions
Management Board
Material Adverse Change
New Shares
Ordinary Shares
Original Shareholders
Parties
Permitted Transferee
Preference Shares
Qualified IPO
Related Party Transaction
Reserved Matters
Share Capital
Shareholders
Shareholders' Resolution
Shares
Subscription Amount
Subscription Shares
Subsidiary
Supervisory Board
Tag-Along Right
Tag-Along Notice
Trade Sale
Transfer
Transferor
Transferee
Valuation
Voting Rights
Warranties
Clauses
Interpretation
Share Subscription
Payment Terms
Completion Conditions
Completion Mechanics
Warranties and Representations
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Pre-emption Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Exit Provisions
Non-Compete
Non-Solicitation
Confidentiality
Intellectual Property
Dividend Policy
Future Funding
Deadlock Resolution
Default
Termination
Remedies
Assignment
Notices
Costs
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Relevant Industries

Technology and Software

Financial Services

Manufacturing

Real Estate

Healthcare and Life Sciences

Retail and Consumer Goods

Energy and Utilities

Media and Entertainment

Professional Services

Telecommunications

Agriculture and Food

Infrastructure

Education

Transportation and Logistics

Biotechnology

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Governance

Shareholder Relations

Risk Management

Corporate Secretary Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Investment Director

Managing Director

Board Member

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Company Secretary

Private Equity Manager

Venture Capital Manager

Corporate Development Manager

Shareholder Relations Manager

Industries
Austrian Stock Corporation Act (Aktiengesetz): Regulates stock corporations (AG), including shareholder rights, corporate governance, share classes, and transfer restrictions
Limited Liability Companies Act (GmbH-Gesetz): Governs limited liability companies, including provisions for share transfers, shareholder rights, and company organization
Austrian Civil Code (ABGB - Allgemeines Bürgerliches Gesetzbuch): Provides general contract law principles, including formation, interpretation, and enforcement of agreements
Austrian Commercial Code (UGB - Unternehmensgesetzbuch): Regulates commercial relationships and business transactions between entrepreneurs
Austrian Capital Market Act (KMG - Kapitalmarktgesetz): Governs the issuance of shares and other securities, including disclosure requirements and investor protection
EU Shareholders' Rights Directive II (2017/828): Sets EU-wide standards for shareholder rights and corporate governance that must be considered in Austrian context
Austrian Takeover Act (ÜbG - Übernahmegesetz): Relevant for provisions regarding change of control and mandatory takeover offers
Austrian Corporate Income Tax Act (KStG - Körperschaftsteuergesetz): Contains relevant provisions for tax treatment of share transfers and corporate restructuring
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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