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Shareholders Agreement And Share Purchase Agreement Template for Denmark

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Key Requirements PROMPT example:

Shareholders Agreement And Share Purchase Agreement

I need a Shareholders Agreement and Share Purchase Agreement for a Danish technology startup, where three new investors will purchase 30% of the company's shares in March 2025, including specific provisions for intellectual property protection and future funding rounds.

What is a Shareholders Agreement And Share Purchase Agreement?

The Shareholders Agreement And Share Purchase Agreement is a vital document used in Danish corporate transactions where there is both a transfer of shares and a need to establish ongoing governance arrangements between shareholders. It is particularly relevant in situations involving partial exits, new investor entries, or corporate restructuring under Danish law. The document serves dual purposes: first, as a Share Purchase Agreement it governs the immediate transaction of share transfer, including price, warranties, and completion mechanics; second, as a Shareholders Agreement it establishes the framework for future cooperation between shareholders, including voting rights, board representation, dividend policies, and share transfer restrictions. This type of agreement must comply with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven) and related regulations, while also addressing practical business needs such as minority shareholder protection and strategic decision-making processes.

What sections should be included in a Shareholders Agreement And Share Purchase Agreement?

1. Parties: Identification of all parties to the agreement including sellers, purchasers, and continuing shareholders

2. Background: Context of the transaction and current company structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase of Shares: Core terms of the share purchase including number of shares, price, and payment terms

5. Completion: Details of the completion process, timing, and deliverables

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Warranties and Representations: Warranties given by sellers and purchasers

8. Share Capital and Shareholders: Current and post-completion shareholding structure

9. Management and Board Composition: Governance structure and appointment rights

10. Shareholders' Rights and Obligations: Key rights and obligations of shareholders including voting rights

11. Transfer Restrictions: Restrictions on transfer of shares including right of first refusal and tag-along rights

12. Reserved Matters: Decisions requiring special majority or unanimous consent

13. Dividend Policy: Agreement on distribution of profits

14. Information Rights: Shareholders' rights to company information and financial reports

15. Confidentiality: Obligations regarding confidential information

16. Term and Termination: Duration of the agreement and termination provisions

17. Dispute Resolution: Procedures for resolving disputes

18. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction

19. General Provisions: Standard boilerplate clauses including notices and amendments

What sections are optional to include in a Shareholders Agreement And Share Purchase Agreement?

1. Anti-dilution Protection: Protection for shareholders against dilution in future share issues

2. Drag-along Rights: Right of majority shareholders to force minority shareholders to join in sale

3. Non-compete and Non-solicitation: Restrictions on competitive activities and employee solicitation

4. Intellectual Property Rights: Specific provisions regarding IP ownership and licensing if relevant to the business

5. Employee Share Schemes: Provisions for employee share ownership programs

6. Dead-lock Resolution: Procedures for resolving management deadlocks in 50/50 ownership situations

7. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances

8. Strategic Decisions: Special provisions for specific strategic business decisions

9. Pre-emption Rights on New Issues: Rights of existing shareholders to participate in new share issues

What schedules should be included in a Shareholders Agreement And Share Purchase Agreement?

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

2. Schedule 2 - Share Capital and Shareholders: Detailed breakdown of shareholding before and after completion

3. Schedule 3 - Warranties: Detailed warranties given by the sellers

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion

5. Schedule 5 - Reserved Matters: Comprehensive list of matters requiring special approval

6. Schedule 6 - Board Procedures: Detailed procedures for board meetings and decision-making

7. Schedule 7 - Business Plan: Initial business plan and strategy

8. Schedule 8 - Deed of Adherence: Form of deed for new shareholders joining the agreement

9. Schedule 9 - Company's Financial Statements: Latest financial statements and management accounts

10. Schedule 10 - Disclosed Documents: List of documents disclosed against the warranties

Authors

Alex Denne

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

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Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Retail

Healthcare

Real Estate

Energy

Transportation

Media and Entertainment

Telecommunications

Construction

Agriculture

Education

Consumer Goods

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Corporate Development

Executive Management

Board of Directors

Compliance

Corporate Governance

Investment

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Managing Director

Board Member

Legal Director

Investment Director

Corporate Development Manager

M&A Manager

Finance Director

Compliance Officer

Business Development Director

Company Secretary

Senior Legal Counsel

Investment Manager

Private Equity Manager

Venture Capital Manager

Industries








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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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