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Venture Capital Shareholders Agreement

Venture Capital Shareholders Agreement Template for Austria

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Key Requirements PROMPT example:

Venture Capital Shareholders Agreement

"I need a Venture Capital Shareholders Agreement under Austrian law for a Series A investment round closing in March 2025, where we're implementing a two-tier board structure and need strong anti-dilution provisions for our lead investor who's taking a 25% stake."

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Document background
The Venture Capital Shareholders Agreement is a crucial document used when a company receives venture capital investment in Austria. It serves as the foundational agreement governing the relationship between all shareholders, including the new investors, founders, and existing shareholders. This document is particularly important in the Austrian legal context as it must comply with local corporate law requirements, especially the GmbH-Gesetz (Limited Liability Companies Act) and relevant EU regulations. The agreement typically comes into play during Series A or later funding rounds and includes detailed provisions on corporate governance, share transfer restrictions, exit rights, anti-dilution protection, and information rights. It needs to be carefully structured to balance the interests of venture capital investors seeking protection for their investment with the operational flexibility needed by founders to grow the business, all while ensuring compliance with Austrian legal requirements.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the Company, Founders, Existing Shareholders, and Investors

2. Background: Context of the investment, company history, and purpose of the agreement

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

4. Investment and Capital Structure: Details of the investment amount, valuation, and resulting capital structure

5. Completion Mechanics: Steps for completing the investment, including conditions precedent and timing

6. Warranties and Representations: Fundamental warranties from the Company, Founders, and other parties

7. Corporate Governance: Board composition, appointment rights, and decision-making processes

8. Reserved Matters: Decisions requiring special majority or investor consent

9. Share Transfer Restrictions: Limitations on share transfers and required procedures

10. Exit Provisions: Terms governing company sale, IPO, or other exit events

11. Anti-dilution Protection: Mechanisms protecting investors from value dilution in down rounds

12. Information Rights: Investor rights to company information and financial reports

13. Confidentiality: Obligations regarding confidential information

14. Term and Termination: Duration of the agreement and termination provisions

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices

Optional Sections

1. Founder Vesting: Include when founders' shares are subject to vesting conditions

2. Employee Share Option Pool: Include when establishing or modifying an ESOP

3. Liquidation Preference: Include for specific investor preferential rights in liquidation events

4. Tag-Along Rights: Include when minority shareholders need protection in sale scenarios

5. Drag-Along Rights: Include when majority shareholders need power to force exit

6. Non-Competition and Non-Solicitation: Include when restrictive covenants are required for founders

7. Intellectual Property Assignment: Include when IP rights need to be explicitly assigned

8. Founder Service Obligations: Include when specifying founders' continued involvement requirements

9. Dead Lock Resolution: Include when specific mechanisms for resolving deadlocks are needed

10. Pre-emption Rights on New Issues: Include when parties need rights to participate in future funding rounds

Suggested Schedules

1. Schedule 1: Capital Structure: Detailed cap table showing shareholdings pre and post-investment

2. Schedule 2: Completion Obligations: List of documents and actions required for completion

3. Schedule 3: Warranties: Detailed company and founder warranties

4. Schedule 4: Reserved Matters: Comprehensive list of decisions requiring special approval

5. Schedule 5: Board Regulations: Detailed procedures for board operations and meetings

6. Schedule 6: Business Plan: Company's business plan and financial projections

7. Schedule 7: Key Performance Indicators: Agreed KPIs for monitoring company performance

8. Schedule 8: Deed of Adherence: Template for new shareholders joining the agreement

9. Schedule 9: Company Information: Key company details, registrations, and licenses

10. Appendix A: Anti-Money Laundering Requirements: AML documentation requirements for Austrian compliance

11. Appendix B: Data Protection Provisions: Detailed GDPR compliance requirements

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
Clauses
Interpretation
Share Subscription
Completion Obligations
Investment Conditions
Warranties and Representations
Board Composition
Management
Reserved Matters
Information Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Anti-dilution Protection
Liquidation Preference
Exit Provisions
IPO Rights
Founder Commitments
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Employee Share Options
Founder Vesting
Default
Deadlock Resolution
Dispute Resolution
Assignment
Notices
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Costs
Data Protection
Compliance
Term and Termination
Shareholder Meetings
Dividend Rights
Relevant Industries

Technology

Software

Biotechnology

Clean Technology

Financial Technology

E-commerce

Healthcare Technology

Industrial Technology

Artificial Intelligence

Renewable Energy

Digital Media

Consumer Products

Enterprise Software

Medical Devices

Telecommunications

Relevant Teams

Legal

Corporate Development

Executive Leadership

Finance

Compliance

Investment

Corporate Governance

Board of Directors

Corporate Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Manager

Venture Capital Partner

Corporate Lawyer

Investment Director

Company Secretary

Managing Director

Board Member

Chief Legal Officer

Investment Associate

Portfolio Manager

Compliance Officer

Corporate Development Manager

Startup Founder

Legal Counsel

Chief Operating Officer

Industries
Austrian Limited Liability Companies Act (GmbHG): Primary legislation governing limited liability companies (GmbH) in Austria, covering company formation, share capital, transfer restrictions, and shareholder rights
Austrian Stock Corporation Act (AktG): Fundamental law governing stock corporations (AG) in Austria, relevant for potential IPO exits and corporate governance structures
Austrian Civil Code (ABGB): General civil law provisions affecting contract formation, interpretation, and enforcement of shareholders agreements
Austrian Enterprise Code (UGB): Commercial law provisions affecting business relationships and corporate transactions
Alternative Investment Fund Managers Act (AIFMG): Implements EU AIFM Directive, relevant for venture capital fund structures and requirements
Austrian Capital Markets Act (KMG): Regulates public offerings and private placements of securities, relevant for investment rounds and exit scenarios
Austrian Takeover Act (ÜbG): Relevant for exit scenarios involving acquisition by public companies or IPOs
EU Prospectus Regulation: Directly applicable EU regulation governing public offerings and admission of securities to trading
Austrian Data Protection Act (DSG): Implements GDPR, relevant for information rights and corporate documentation requirements
Austrian Anti-Money Laundering Act (FM-GwG): Relevant for investor verification and compliance requirements in investment transactions
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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