The Shares Agreement is a crucial legal document used in Swiss corporate transactions to facilitate and document the transfer of company shares between parties. It is particularly relevant in scenarios including private company acquisitions, corporate restructuring, investment rounds, and succession planning. The agreement must comply with Swiss law, particularly the Swiss Code of Obligations (CO), and typically includes detailed provisions on share transfer mechanics, warranties, representations, and various rights and obligations of the parties. This document is essential for ensuring legal certainty in share transfers and protecting the interests of all involved parties. The Swiss Shares Agreement often requires careful consideration of tax implications and may need to address specific requirements for different types of companies (AG/SA or GmbH/Sàrl).
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1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details
2. Background: Context of the transaction, including company details and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Details of when, where and how completion will take place, including mechanics of transfer
7. Seller's Warranties: Warranties given by the seller regarding the shares and the company
8. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the agreement
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and announcements
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Non-Competition: Include when selling shareholders need to be restricted from competing post-sale
4. Board Composition: Include when the transaction affects board representation rights
5. Dividend Rights: Include when special dividend arrangements are part of the transaction
6. Pre-emptive Rights: Include when existing shareholders should have priority rights for future share issues
7. Tax Indemnity: Include when specific tax risks need to be allocated between parties
8. Employee Matters: Include when the transaction affects key employee arrangements
9. Intellectual Property Rights: Include when IP ownership or licensing is relevant to the transaction
1. Share Details: Details of the shares being transferred, including share certificates numbers and class rights
2. Company Information: Key details about the company including corporate structure and subsidiaries
3. Warranties: Detailed warranties given by the seller regarding the company and its business
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Existing Encumbrances: List of any existing charges or encumbrances on the shares
6. Company Accounts: Recent financial statements and management accounts
7. Material Contracts: List and/or copies of important company contracts
8. Disclosed Information: List of information disclosed against the warranties
9. Board Minutes: Pro-forma board minutes approving the transfer
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