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Company Equity Agreement
"I need a Company Equity Agreement for a German technology startup receiving Series A funding in March 2025, with provisions for two venture capital investors acquiring 30% ownership and including specific anti-dilution and board representation rights."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investors
2. Background: Context of the agreement, including company history, purpose of the equity issuance/transfer, and current shareholding structure
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Share Capital and Ownership Structure: Details of the company's share capital, classes of shares, and ownership distribution
5. Subscription/Purchase of Shares: Terms and conditions of the share subscription or purchase, including price and payment terms
6. Representations and Warranties: Statements of fact and assurances from both the company and the shareholders
7. Transfer Restrictions: Limitations and conditions on the transfer of shares
8. Shareholder Rights and Obligations: Basic rights and duties of shareholders, including voting rights and dividend entitlements
9. Corporate Governance: Management structure, decision-making processes, and shareholder meetings
10. Confidentiality: Obligations regarding confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Preference Rights: Special rights attached to preference shares, used when the company has or plans to issue preference shares
2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares, important for minority shareholder protection
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale, useful for exit scenarios
4. Anti-Dilution Provisions: Protection mechanisms against share dilution, typically included for venture capital investments
5. Employee Share Scheme: Provisions for employee share ownership, relevant when the company has or plans to implement such schemes
6. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future share issues
7. Bad Leaver Provisions: Consequences for shareholders who leave the company under negative circumstances, particularly relevant for founder/employee shareholders
8. Deadlock Resolution: Mechanisms for resolving shareholder disputes, particularly important in 50/50 ownership structures
1. Capitalization Table: Detailed breakdown of the company's share capital and ownership structure
2. Share Certificate Template: Format and content of share certificates to be issued
3. Shareholders' Register: Current list of shareholders and their shareholdings
4. Company Articles of Association: Current version of the company's articles of association
5. Deed of Adherence: Template for new shareholders to become bound by the agreement
6. Corporate Resolutions: Relevant board and shareholder resolutions authorizing the agreement
7. Valuation Report: Independent valuation of the company's shares, if applicable
8. Transfer Notice Template: Standard form for notifying share transfers
Authors
Technology and Software
Financial Services
Manufacturing
Professional Services
Healthcare and Life Sciences
Real Estate
Retail and Consumer Goods
Energy and Utilities
Media and Entertainment
Telecommunications
Industrial and Engineering
Biotechnology
E-commerce
Transportation and Logistics
Legal
Finance
Corporate Development
Executive Management
Compliance
Corporate Governance
Investment
Shareholder Relations
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Investment Manager
Managing Director
Board Member
Corporate Lawyer
Finance Director
Compliance Officer
Business Development Director
Venture Capital Partner
Private Equity Manager
Company Secretary
Corporate Development Manager
Shareholder Relations Manager
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