Memorandum Of Understanding Shareholders Agreement Template for United States

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Key Requirements PROMPT example:

Memorandum Of Understanding Shareholders Agreement

"Need a Memorandum Of Understanding Shareholders Agreement for our technology startup with three founding shareholders, including provisions for future investor onboarding and specific protections for minority shareholders in case of acquisition."

Document background
The Memorandum of Understanding Shareholders Agreement is utilized when multiple shareholders wish to establish a preliminary framework for their relationship and responsibilities within a company. This document is particularly relevant in the United States where both federal and state laws govern corporate relationships. It serves as a stepping stone to a more comprehensive shareholders agreement while providing immediate clarity on essential matters such as share transfers, voting rights, and governance structures. This type of agreement is commonly used in startup formations, joint ventures, and corporate restructuring situations where shareholders need to agree on fundamental principles before proceeding with more detailed arrangements.
Suggested Sections

1. Parties: Identification and details of all shareholders and the company

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Share Ownership: Current shareholding structure and classes of shares

5. Voting Rights: Shareholder voting mechanisms and thresholds

6. Transfer Restrictions: Rules governing the transfer of shares

7. Term and Termination: Duration and termination conditions of the agreement

Optional Sections

1. Tag-Along Rights: Minority shareholder protection mechanism allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders

2. Drag-Along Rights: Majority shareholder right to force minority shareholders to join in the sale of shares

3. Anti-Dilution Provisions: Protections against share value dilution in case of new share issuances

4. Right of First Refusal: Priority rights for existing shareholders to purchase shares before they can be sold to third parties

Suggested Schedules

1. Schedule A - Current Shareholding Schedule: Detailed breakdown of current share ownership and shareholder information

2. Schedule B - Share Valuation Methodology: Agreed method for calculating share value for various transaction purposes

3. Schedule C - Reserved Matters List: List of decisions requiring special majority or unanimous consent

4. Schedule D - Board Composition: Structure and appointment rights for board members

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

Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure of financial information to investors

Securities Exchange Act of 1934: Federal law governing secondary market trading of securities, establishing the SEC and regulating securities exchanges

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate accountability standards, particularly for public companies, including financial disclosure requirements and internal controls

Internal Revenue Code: Federal tax legislation affecting corporate structures, share transfers, and dividend distributions

Federal Antitrust Laws: Including Clayton Act and Sherman Act, governing competition and preventing monopolistic practices in corporate transactions

State Corporation Laws: State-specific laws governing corporate formation, operation, and shareholder rights (e.g., Delaware General Corporation Law)

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

SEC Regulations: Federal regulatory framework governing securities transactions, corporate reporting, and investor protection

Stock Exchange Rules: Specific regulations and requirements for companies listed or planning to list on stock exchanges

FINRA Regulations: Rules governing broker-dealers and securities firms that may affect shareholder agreements

Corporate Bylaws Compliance: Internal company rules and procedures that must be aligned with the shareholders agreement

State Contract Law: State-specific laws governing contract formation, enforcement, and interpretation

Uniform Commercial Code: Standardized state laws governing commercial transactions, including aspects of corporate dealings and securities

Statute of Frauds: Legal requirement that certain contracts, including those involving share transfers, must be in writing to be enforceable

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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