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Stakeholders Agreement
"I need a Stakeholders Agreement for an Austrian technology startup with three founding shareholders and one venture capital investor, including specific provisions for future funding rounds and an employee share option scheme to be implemented in March 2025."
1. Parties: Identification and details of all stakeholders and the company
2. Background: Context of the agreement, including company history and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Share Capital and Shareholdings: Details of company's share capital structure and stakeholder shareholdings
5. Management and Corporate Governance: Management structure, board composition, and decision-making processes
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings
7. Transfer Restrictions: Restrictions on transfer of shares and pre-emptive rights
8. Tag-Along and Drag-Along Rights: Exit provisions and forced sale mechanisms
9. Information Rights: Stakeholders' rights to company information and reporting obligations
10. Non-Competition and Confidentiality: Non-compete obligations and confidentiality provisions
11. Deadlock Resolution: Mechanisms for resolving deadlock situations
12. Term and Termination: Duration of agreement and termination provisions
13. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Dividend Policy: Specific provisions for dividend distribution policy - include when stakeholders want predetermined dividend rules
2. Intellectual Property Rights: IP ownership and licensing provisions - include for technology or brand-focused companies
3. Employee Share Schemes: Provisions for employee participation - include when company has/plans employee share ownership
4. Put and Call Options: Specific share purchase rights - include when stakeholders want additional exit flexibility
5. Reserved Matters: List of decisions requiring special majority - include for complex ownership structures
6. Anti-Dilution Protection: Protection against share dilution - include for minority stakeholders
7. Supervisory Board: Provisions for supervisory board - mandatory for AG, optional for large GmbH
1. Schedule 1 - Details of the Company: Company registration details, share capital, and current shareholdings
2. Schedule 2 - Initial Business Plan: Company's initial business plan and strategic objectives
3. Schedule 3 - Reserved Matters: Detailed list of matters requiring special approval
4. Schedule 4 - Deed of Adherence: Template for new stakeholders joining the agreement
5. Schedule 5 - Share Valuation Methodology: Agreed method for share valuation in transfer scenarios
6. Appendix A - Corporate Structure Chart: Visual representation of corporate structure and shareholdings
7. Appendix B - Key Management Contracts: Summary or copies of key management agreements
Authors
Accelerated Transfer
Affiliate
Annual Budget
Articles of Association
Bad Leaver
Board
Business
Business Day
Business Plan
Call Option
Change of Control
Companies Register
Company
Competing Business
Completion
Confidential Information
Connected Person
Control
Deed of Adherence
Default Notice
Defaulting Shareholder
Directors
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exercise Notice
Expert
Fair Market Value
Financial Year
Firmenbuch
Good Leaver
Group
Holding Period
Information Rights
Initial Business Plan
Intellectual Property Rights
Management Board
Managing Director
Material Contract
Non-Defaulting Shareholders
Notice
Offer Notice
Offered Shares
Parties
Permitted Transfer
Pre-emption Rights
Put Option
Qualified Majority
Related Party Transaction
Reserved Matters
Restricted Period
Right of First Refusal
Share Capital
Share Transfer
Shareholder Loan
Shareholders
Shareholders' Meeting
Shares
Supervisory Board
Tag-Along Notice
Tag-Along Right
Transfer
Transferee
Transferor
Valuation
Voting Rights
Share Capital and Ownership
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Share Valuation
Management Rights
Board Composition
Shareholder Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Anti-Dilution
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Deadlock Resolution
Default
Termination
Exit Provisions
Good/Bad Leaver
Representations and Warranties
Dispute Resolution
Governing Law
Severability
Entire Agreement
Assignment
Notices
Costs
Force Majeure
Amendment
Waiver
Third Party Rights
Compliance with Law
Related Party Transactions
Technology
Manufacturing
Financial Services
Professional Services
Healthcare
Real Estate
Retail
Energy
Media and Entertainment
Construction
Agriculture
Transportation and Logistics
Education
Biotechnology
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Investment Relations
Corporate Development
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Board Member
Legal Counsel
Investment Manager
Corporate Governance Officer
Compliance Officer
Company Director
Shareholder Relations Manager
Private Equity Manager
Venture Capital Manager
Corporate Development Director
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