A New Shareholder Agreement under Swiss law is essential when establishing or reorganizing the relationship between shareholders in a Swiss company. This document is typically used when forming a new company with multiple shareholders, bringing in new investors, or formalizing existing shareholder arrangements. The agreement must comply with Swiss corporate law, particularly the Swiss Code of Obligations, while addressing practical aspects of shareholder relationships such as share transfers, voting rights, board representation, and exit mechanisms. It serves as a crucial tool for preventing and resolving potential conflicts between shareholders while providing clear guidelines for company governance and decision-making processes.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company information and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Share Capital and Shareholders: Details of share capital structure and shareholding percentages
5. Transfer Restrictions: Restrictions on share transfers, including right of first refusal and tag-along rights
6. Corporate Governance: Board composition, appointment rights, and decision-making processes
7. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights
8. Reserved Matters: Decisions requiring special majority or unanimous approval
9. Dividend Policy: Principles and procedures for dividend distributions
10. Information Rights: Shareholders' rights to company information and reporting obligations
11. Non-Competition and Confidentiality: Non-compete obligations and confidentiality provisions
12. Term and Termination: Duration of agreement and termination provisions
13. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in sale of company
2. Put and Call Options: Include when shareholders want pre-agreed exit mechanisms
3. Anti-Dilution Protection: Include for companies expecting future funding rounds
4. IPO Provisions: Include if company contemplates future public listing
5. Deadlock Resolution: Include for 50/50 joint ventures or where deadlock is likely
6. Management Provisions: Include when shareholders are also involved in management
7. Employee Share Ownership: Include if company has or plans to have employee share schemes
8. Intellectual Property Rights: Include for technology or IP-heavy companies
1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholdings
2. Schedule 2: Deed of Adherence: Template for new shareholders to join the agreement
3. Schedule 3: Reserved Matters: Detailed list of matters requiring special approval
4. Schedule 4: Board Regulations: Detailed procedures for board operations and decision-making
5. Schedule 5: Valuation Principles: Agreed methods for share valuation in transfer scenarios
6. Schedule 6: Competitors List: List of identified competitors for non-compete provisions
7. Schedule 7: Initial Business Plan: Company's initial business plan and strategy
8. Schedule 8: Tag and Drag Procedures: Detailed procedures for implementing tag-along and drag-along rights
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