The Investment And Shareholders Agreement is a fundamental document used in Swiss corporate transactions when new investors are entering a company while establishing long-term governance arrangements. It serves a dual purpose: documenting the terms of the investment and creating a framework for the ongoing relationship between shareholders. This agreement is particularly crucial in the Swiss context, where it must align with the mandatory provisions of the Swiss Code of Obligations while incorporating international best practices in private equity and venture capital investments. The document typically covers share subscription, corporate governance mechanisms, minority protection rights, share transfer restrictions, and exit provisions, making it essential for both domestic and cross-border investments into Swiss companies. It requires careful consideration of Swiss corporate law requirements, particularly regarding shareholder rights and corporate governance structures.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and investors
2. Background: Context of the transaction, company history, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Investment Terms: Details of the investment including subscription amount, share price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the investment
6. Warranties and Representations: Warranties given by the company, existing shareholders, and investors
7. Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholders' Rights and Obligations: Voting rights, information rights, and general obligations of shareholders
9. Share Transfer Restrictions: Limitations on transfer of shares including right of first refusal and tag-along rights
10. Exit Provisions: Drag-along rights, IPO provisions, and other exit mechanisms
11. Anti-dilution and Future Funding: Protection against dilution and provisions for future funding rounds
12. Confidentiality: Obligations regarding confidential information and announcements
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Boilerplate clauses including notices, amendments, and governing law
1. Founder Commitments: Used when founders remain actively involved, covering non-compete, commitment periods, and intellectual property assignments
2. Employee Share Option Pool: Include when establishing or maintaining an ESOP as part of the investment structure
3. Strategic Rights: For strategic investors requiring specific commercial rights or collaboration provisions
4. Put and Call Options: When specific exit mechanisms for certain shareholders are negotiated
5. Preference Rights: For preferred share investments specifying liquidation preferences and other preferential rights
6. Management Provisions: When detailed management structure and obligations need to be specified
7. Distribution Policy: When specific dividend or distribution policies need to be established
8. Deadlock Resolution: For joint ventures or equally split shareholdings requiring specific deadlock mechanisms
1. Capital Structure: Details of current and post-investment share capital structure
2. Particulars of the Company: Company details including registration number, registered office, directors, etc.
3. Warranties: Detailed warranties given by the company and warranting shareholders
4. Business Plan: Agreed business plan and financial projections
5. Completion Requirements: Detailed list of completion deliverables and requirements
6. Board Reserved Matters: List of decisions requiring board approval
7. Shareholder Reserved Matters: List of decisions requiring shareholder approval
8. Form of Deed of Adherence: Template for new shareholders joining the agreement
9. Articles of Association: New or amended articles of association
10. Management Accounts: Latest management accounts of the company
11. Intellectual Property Rights: Schedule of company's IP rights and registrations
Relevant legal definitions
Acceptance Notice
Affiliate
Anti-dilution Rights
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Change of Control
Completion
Completion Date
Confidential Information
Connected Person
Consideration
Control
Deed of Adherence
Director
Drag-along Notice
Drag-along Right
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit
Fair Market Value
Financial Year
Founder
Fully Diluted Share Capital
General Meeting
Group
Holding Company
Independent Expert
Initial Public Offering
Investment Amount
Investor Director
Investor Shares
Key Employees
Lock-up Period
Management Accounts
Material Adverse Change
New Securities
Offer Notice
Ordinary Shares
Permitted Transfer
Preference Shares
Pre-emption Rights
Put Option
Qualified IPO
Related Party Transaction
Relevant Securities
Reserved Matters
Share Capital
Shareholder Loan
Subscription Price
Subsidiary
Tag-along Notice
Tag-along Right
Terms of Issue
Third Party Offer
Transfer
Valuation
Warranties
Affiliate
Anti-dilution Rights
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Change of Control
Completion
Completion Date
Confidential Information
Connected Person
Consideration
Control
Deed of Adherence
Director
Drag-along Notice
Drag-along Right
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit
Fair Market Value
Financial Year
Founder
Fully Diluted Share Capital
General Meeting
Group
Holding Company
Independent Expert
Initial Public Offering
Investment Amount
Investor Director
Investor Shares
Key Employees
Lock-up Period
Management Accounts
Material Adverse Change
New Securities
Offer Notice
Ordinary Shares
Permitted Transfer
Preference Shares
Pre-emption Rights
Put Option
Qualified IPO
Related Party Transaction
Relevant Securities
Reserved Matters
Share Capital
Shareholder Loan
Subscription Price
Subsidiary
Tag-along Notice
Tag-along Right
Terms of Issue
Third Party Offer
Transfer
Valuation
Warranties
Clauses
Interpretation
Subscription
Completion Mechanics
Payment Terms
Conditions Precedent
Warranties and Representations
Board Composition
Director Appointment Rights
Shareholder Reserved Matters
Board Reserved Matters
Information Rights
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Anti-dilution Protection
Put Option
Call Option
Share Issue
Exit Provisions
IPO Rights
Non-compete
Non-solicitation
Confidentiality
Announcements
Intellectual Property
Future Funding
Dividend Policy
Management Provisions
Deadlock Resolution
Event of Default
Remedies
Term and Termination
Assignment
Costs
Notices
Entire Agreement
Severability
Amendments
Governing Law
Jurisdiction
Dispute Resolution
Subscription
Completion Mechanics
Payment Terms
Conditions Precedent
Warranties and Representations
Board Composition
Director Appointment Rights
Shareholder Reserved Matters
Board Reserved Matters
Information Rights
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Anti-dilution Protection
Put Option
Call Option
Share Issue
Exit Provisions
IPO Rights
Non-compete
Non-solicitation
Confidentiality
Announcements
Intellectual Property
Future Funding
Dividend Policy
Management Provisions
Deadlock Resolution
Event of Default
Remedies
Term and Termination
Assignment
Costs
Notices
Entire Agreement
Severability
Amendments
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Biotechnology
Clean Energy
E-commerce
Software
Consumer Goods
Professional Services
Media and Entertainment
Industrial Technology
Life Sciences
Infrastructure
Relevant Teams
Legal
Corporate Development
Finance
Executive Leadership
Investment
Compliance
Risk Management
Corporate Governance
Strategy
Treasury
Mergers & Acquisitions
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Managing Partner
Legal Counsel
Investment Manager
Corporate Development Director
Board Director
Compliance Officer
Finance Director
Private Equity Partner
Venture Capital Partner
M&A Director
Strategy Director
Portfolio Manager
Risk Manager
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