Pre Emption Rights Shareholders Agreement Template for Switzerland

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Key Requirements PROMPT example:

Pre Emption Rights Shareholders Agreement

"I need a Pre-Emption Rights Shareholders Agreement for my Swiss technology startup with 5 founding shareholders and 3 venture capital investors, including specific provisions for future funding rounds expected in March 2025 and tag-along rights for minority shareholders."

Document background
The Pre-Emption Rights Shareholders Agreement is a crucial document for Swiss corporations seeking to maintain control over their shareholder base and protect existing shareholders' interests. It is commonly used when establishing or restructuring a Swiss company, particularly in situations where shareholders want to prevent unwanted third parties from acquiring shares and maintain stability in the shareholder structure. The agreement complies with Swiss corporate law, particularly the Swiss Code of Obligations, and typically includes detailed mechanisms for share transfers, valuation methods, and procedures for exercising pre-emptive rights. It's especially relevant for private companies, family-owned businesses, and startups where maintaining control over ownership is critical. The document serves as a key governance tool, providing clarity and legal certainty in potential share transfer situations while ensuring compliance with Swiss corporate law requirements.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, current shareholding structure, and purpose

3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Transfer', 'Pre-emption Rights', 'Fair Market Value', etc.

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

5. Current Shareholding: Detailed breakdown of current share ownership and share classes

6. Transfer Restrictions: General prohibitions and limitations on share transfers

7. Pre-emption Rights: Core section detailing the pre-emptive rights process

8. Transfer Notice: Requirements and procedure for notifying other shareholders of intended transfers

9. Exercise of Pre-emption Rights: Process and timeframes for exercising pre-emption rights

10. Share Valuation: Methodology for determining share price in pre-emption situations

11. Completion of Transfer: Process for executing the share transfer

12. Permitted Transfers: Exceptions to pre-emption rights (e.g., transfers to family members or affiliated entities)

13. Notices: Communication requirements and methods

14. Confidentiality: Obligations regarding confidential information

15. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale

3. Share Classes Provisions: Include when there are multiple share classes with different rights

4. Management Provisions: Include when the agreement needs to address management participation and rights

5. Right of First Offer: Include as an alternative or addition to pre-emption rights

6. Bad Leaver Provisions: Include when shareholders are also employees/managers

7. Death and Incapacity: Include specific provisions for succession planning

8. Dispute Resolution: Include detailed ADR procedures if desired as alternative to court proceedings

Suggested Schedules

1. Schedule 1 - Current Shareholding Table: Detailed breakdown of current shareholders and their holdings

2. Schedule 2 - Share Valuation Methodology: Detailed process and formulas for share valuation

3. Schedule 3 - Transfer Notice Form: Template for shareholders to use when intending to transfer shares

4. Schedule 4 - Deed of Adherence: Template for new shareholders to sign and join the agreement

5. Schedule 5 - Company Information: Key company details including registration numbers and address

6. Schedule 6 - Permitted Transfers Matrix: Detailed table showing which transfers are permitted without triggering pre-emption rights

7. Appendix A - Board Resolutions: Copy of board resolutions approving the agreement

8. Appendix B - Articles of Association: Current articles of association showing share transfer restrictions

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Manufacturing

Professional Services

Healthcare

Real Estate

Retail

Energy

Transportation

Media and Entertainment

Biotechnology

Construction

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Finance

Executive Leadership

Corporate Development

Investor Relations

Compliance

Corporate Governance

Board of Directors

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Director

Corporate Governance Officer

Board Member

Managing Director

Shareholder Relations Manager

Company Secretary

Corporate Lawyer

Investment Manager

Private Equity Manager

Venture Capital Manager

Corporate Development Director

Industries
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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