The Share Distribution Agreement is a critical document used when a company seeks to establish a formal framework for the distribution of its shares in Switzerland and potentially internationally. This agreement is particularly relevant for companies looking to expand their shareholder base or raise capital through share placement. The document must comply with Swiss regulatory requirements, including the Swiss Code of Obligations, Financial Market Infrastructure Act, and Federal Act on Financial Services. It typically details the distribution mechanism, territorial rights, commission structures, compliance obligations, and reporting requirements. The agreement is essential for maintaining regulatory compliance while effectively managing the distribution relationship between the company and its appointed distributors. Special consideration is given to Swiss-specific requirements regarding financial intermediaries, investor protection, and market conduct rules.
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1. Parties: Identification of all parties to the agreement, including the company, distributors, and any other relevant stakeholders
2. Background: Context of the agreement, including company information and purpose of the share distribution
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Appointment and Scope: Terms of appointment of the distributor and scope of distribution rights
5. Share Details: Description of shares being distributed, including class, rights, and restrictions
6. Distribution Terms: Specific terms and conditions of the distribution, including territory and exclusivity
7. Pricing and Commission: Structure of pricing, fees, and commission arrangements
8. Regulatory Compliance: Obligations regarding compliance with Swiss financial regulations and applicable laws
9. Representations and Warranties: Statements of fact and guarantees by all parties
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Provisions for handling confidential information
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. International Distribution: Additional provisions for cross-border distribution, used when shares are distributed internationally
2. Digital Distribution Platform: Specific terms for online or digital distribution platforms, if applicable
3. Marketing and Promotion: Terms regarding marketing activities and promotional materials, if distributor has marketing rights
4. Training and Support: Requirements for distributor training and ongoing support, if provided
5. Non-Competition: Restrictions on competitive activities, if required
6. Data Protection: Specific provisions for handling personal data, required if personal data processing is involved
7. Force Majeure: Provisions for unforeseen circumstances, optional but recommended
8. Insurance: Insurance requirements for distributors, if applicable
1. Schedule 1 - Share Specifications: Detailed description of shares, including class, rights, and restrictions
2. Schedule 2 - Distribution Territory: Detailed definition of geographical areas covered by the distribution rights
3. Schedule 3 - Commission Structure: Detailed breakdown of commission rates and calculation methods
4. Schedule 4 - Regulatory Requirements: Specific regulatory requirements and compliance procedures
5. Schedule 5 - Due Diligence Requirements: Required due diligence procedures and documentation
6. Appendix A - Marketing Guidelines: Guidelines for marketing and promoting the shares
7. Appendix B - Reporting Ƶ: Standard forms for required reports and notifications
8. Appendix C - Compliance Checklist: Checklist of regulatory and compliance requirements
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