Stock Pledge Agreement for the United States

Stock Pledge Agreement Template for United States

A Stock Pledge Agreement is a legal document used in the United States that establishes a security interest in shares of stock as collateral for an obligation. It is governed primarily by the Uniform Commercial Code (UCC) Articles 8 and 9, along with applicable federal and state securities laws. The agreement details the terms of the pledge, including the number and type of shares, the secured obligations, voting and dividend rights, and remedies upon default.

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What is a Stock Pledge Agreement?

A Stock Pledge Agreement is commonly used when shares need to be provided as collateral for a loan or other obligation. This document is particularly relevant in the United States where it must comply with UCC requirements and federal/state securities regulations. The agreement typically specifies the pledged shares, representations about ownership, voting rights, dividend treatment, and enforcement mechanisms. It's essential for securing share-based collateral in financing transactions and requires careful consideration of both corporate and securities law implications.

What sections should be included in a Stock Pledge Agreement?

1. Parties: Identifies the pledgor (owner of the shares) and pledgee (recipient of security interest)

2. Background/Recitals: Explains the context of the pledge, typically referencing the underlying obligation being secured

3. Definitions: Defines key terms including Pledged Shares, Secured Obligations, Event of Default

4. Pledge and Security Interest: Core section establishing the pledge and grant of security interest in the shares

5. Representations and Warranties: Pledgor's statements regarding ownership, authority, and absence of encumbrances

6. Covenants: Ongoing obligations of the pledgor regarding the pledged shares

7. Events of Default: Circumstances constituting default under the agreement

8. Remedies: Rights and actions available to pledgee upon default

What sections are optional to include in a Stock Pledge Agreement?

1. Voting Rights: Specifies who can exercise voting rights during pledge period - include when pledged shares have voting rights

2. Dividend Rights: Treatment of dividends during pledge period - include when shares may pay dividends

3. Registration Rights: Rights regarding registration of shares for public sale - include when shares might need to be registered for sale

4. Collateral Account: Provisions for maintaining pledged shares in specific account - include when shares will be held by third-party custodian

What schedules should be included in a Stock Pledge Agreement?

1. Description of Pledged Shares: Detailed list of shares being pledged including certificate numbers

2. Form of Stock Power: Template for stock transfer power document

3. UCC-1 Financing Statement: Form for perfecting security interest

4. Corporate Resolutions: Authorization for pledge from relevant corporate bodies

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Security Agreement

Cost

Free to use
Industries

Uniform Commercial Code (UCC): Primary legislation governing secured transactions and investment securities, specifically Article 8 (Investment Securities) and Article 9 (Secured Transactions), which regulate the creation, perfection, and enforcement of security interests in securities

Securities Laws: Federal securities regulations including Securities Act of 1933, Securities Exchange Act of 1934, and state 'Blue Sky' Laws that govern securities transfer, registration requirements, and exemptions

Federal Reserve Regulations: Including Regulation U (governing margin stock) and Regulation T (for broker-dealer involvement) which regulate securities-based lending practices

Corporate Laws: State-specific corporation laws (such as Delaware General Corporation Law) that govern corporate operations, share transfer restrictions, and corporate governance requirements

Bankruptcy Code: Federal provisions governing secured transactions, automatic stay provisions, and rules regarding perfection and priority of security interests in bankruptcy scenarios

State-Specific Secured Transaction Laws: Local variations and implementations of the UCC and other secured transaction regulations that may differ by state

Federal and State Tax Laws: Tax regulations including Internal Revenue Code provisions that affect the tax implications and treatment of stock pledges

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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