The Stock Power Agreement is a critical document used in Swiss corporate transactions to effectuate the transfer of shares between parties. It serves as formal evidence of share transfer and is particularly important in Switzerland's highly regulated corporate environment. This document is typically used in various scenarios including corporate restructuring, investment transactions, succession planning, or as part of larger M&A deals. The agreement must comply with Swiss corporate law requirements, including specific formalities under the Swiss Code of Obligations and relevant financial market regulations. It contains essential details such as share identification, transfer terms, and necessary approvals, while also addressing any transfer restrictions in the company's articles of association. The document's format and content are designed to meet Swiss regulatory requirements while providing clear documentation of the transfer for corporate records and share register updates.
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1. Parties: Identification of the transferor (current shareholder) and transferee, including full legal names, addresses, and registration details if corporate entities
2. Background: Context of the share transfer, including details of the company whose shares are being transferred and reference to any related agreements
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Transfer Date', 'Company', and any specific Swiss legal terminology
4. Subject Matter of Transfer: Detailed description of the shares being transferred, including number, class, nominal value, and share certificate numbers
5. Transfer Declaration: Formal declaration of transfer of ownership in compliance with Swiss law requirements
6. Consideration: Details of payment or other consideration for the transfer, if applicable
7. Execution Requirements: Specific requirements for valid transfer under Swiss law, including necessary endorsements and registrations
8. Representations and Warranties: Standard warranties regarding share ownership, authority to transfer, and absence of encumbrances
9. Governing Law and Jurisdiction: Explicit statement of Swiss law governance and jurisdiction for disputes
1. Transfer Conditions: Used when the transfer is subject to specific conditions precedent or subsequent
2. Board Approval: Required when the company's articles of association contain transfer restrictions requiring board approval
3. Tag-Along Rights: Include when existing shareholders have tag-along rights that need to be addressed
4. Drag-Along Rights: Include when there are drag-along provisions affecting the transfer
5. Security Interests: Used when the shares are subject to any pledges or other security interests
6. Tax Provisions: Include specific tax-related provisions when the transfer has significant tax implications
7. Corporate Approvals: Required when specific corporate authorizations are needed for the transfer
8. Registration Rights: Include when there are specific arrangements regarding the registration of the transfer in the share register
1. Share Details Schedule: Detailed information about the shares being transferred, including certificate numbers and shareholding history
2. Corporate Authorization Documents: Copies of relevant corporate approvals, board resolutions, or shareholder consents
3. Share Certificates: Copies of the relevant share certificates to be transferred
4. Company Extract: Recent extract from the commercial register (Handelsregisterauszug) of the company
5. Transfer Form: Official share transfer form if required by the company's articles of association
6. Payment Details: Schedule detailing payment terms and bank account information if applicable
7. Required Notices: Forms of notices required to be given to the company or other stakeholders
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