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.
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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.
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
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
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
Relevant legal definitions
Clauses
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
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