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Stakeholders Agreement

Stakeholders Agreement Template for Austria

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Key Requirements PROMPT example:

Stakeholders Agreement

"I need a Stakeholders Agreement for an Austrian technology startup with three founding shareholders and one venture capital investor, including specific provisions for future funding rounds and an employee share option scheme to be implemented in March 2025."

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Document background
The Stakeholders Agreement is a crucial document in Austrian corporate law that becomes necessary when multiple parties have ownership or significant interests in a company. It is particularly relevant during company formation, capital raising rounds, or when restructuring ownership arrangements. The agreement, while adhering to Austrian legal requirements including the UGB, GmbHG, and AktG, provides a framework for managing stakeholder relationships, corporate governance, and business operations. It typically includes provisions for share transfers, voting rights, management participation, information rights, and exit mechanisms. The document is essential for both private limited companies (GmbH) and public limited companies (AG) in Austria, though specific provisions may vary based on the company type and stakeholder requirements.
Suggested Sections

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

2. Background: Context of the agreement, including company history and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Share Capital and Shareholdings: Details of company's share capital structure and stakeholder shareholdings

5. Management and Corporate Governance: Management structure, board composition, and decision-making processes

6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings

7. Transfer Restrictions: Restrictions on transfer of shares and pre-emptive rights

8. Tag-Along and Drag-Along Rights: Exit provisions and forced sale mechanisms

9. Information Rights: Stakeholders' rights to company information and reporting obligations

10. Non-Competition and Confidentiality: Non-compete obligations and confidentiality provisions

11. Deadlock Resolution: Mechanisms for resolving deadlock situations

12. Term and Termination: Duration of agreement and termination provisions

13. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Dividend Policy: Specific provisions for dividend distribution policy - include when stakeholders want predetermined dividend rules

2. Intellectual Property Rights: IP ownership and licensing provisions - include for technology or brand-focused companies

3. Employee Share Schemes: Provisions for employee participation - include when company has/plans employee share ownership

4. Put and Call Options: Specific share purchase rights - include when stakeholders want additional exit flexibility

5. Reserved Matters: List of decisions requiring special majority - include for complex ownership structures

6. Anti-Dilution Protection: Protection against share dilution - include for minority stakeholders

7. Supervisory Board: Provisions for supervisory board - mandatory for AG, optional for large GmbH

Suggested Schedules

1. Schedule 1 - Details of the Company: Company registration details, share capital, and current shareholdings

2. Schedule 2 - Initial Business Plan: Company's initial business plan and strategic objectives

3. Schedule 3 - Reserved Matters: Detailed list of matters requiring special approval

4. Schedule 4 - Deed of Adherence: Template for new stakeholders joining the agreement

5. Schedule 5 - Share Valuation Methodology: Agreed method for share valuation in transfer scenarios

6. Appendix A - Corporate Structure Chart: Visual representation of corporate structure and shareholdings

7. Appendix B - Key Management Contracts: Summary or copies of key management agreements

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




































































Clauses







































Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Media and Entertainment

Construction

Agriculture

Transportation and Logistics

Education

Biotechnology

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Finance

Investment Relations

Corporate Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Board Member

Legal Counsel

Investment Manager

Corporate Governance Officer

Compliance Officer

Company Director

Shareholder Relations 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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