Share Retention Agreements are crucial instruments in Dutch corporate governance, particularly following significant corporate events or investments. These agreements are commonly used after IPOs, during corporate restructurings, or in private equity transactions to ensure stability in share ownership and align shareholder interests with long-term company objectives. The document typically specifies the duration of retention periods, permitted exceptions for transfers, and compliance requirements under Dutch law. It's essential for maintaining investor confidence, ensuring business continuity, and meeting regulatory requirements, especially in regulated sectors. The agreement must comply with Dutch corporate law principles, including the Dutch Civil Code (Burgerlijk Wetboek) and relevant EU regulations.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the contracting parties, including the company, shareholders subject to retention obligations, and any other relevant parties
2. Background: Context of the agreement, including company structure, reason for share retention requirements, and any relevant corporate history
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific Dutch law terms
4. Retention Obligations: Core obligations regarding share retention, including duration, percentage of shares to be retained, and any graduated release provisions
5. Transfer Restrictions: Specific restrictions on share transfers, including prohibited transfers and permitted exceptions
6. Compliance Requirements: Obligations for maintaining compliance, including reporting requirements and documentation
7. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
8. Enforcement and Remedies: Consequences of breach and available remedies, including specific performance and damages
9. Confidentiality: Obligations regarding confidential information and announcement restrictions
10. Notices: Process and requirements for formal communications between parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendment procedures
1. Employment Link: Used when share retention is connected to employment terms, including provisions for termination of employment
2. Share Classes: Required when different classes of shares are subject to different retention requirements
3. Corporate Approvals: Needed when specific corporate body approvals are required for certain actions
4. Tag-Along Rights: Optional protection for minority shareholders in case of permitted transfers
5. Drag-Along Rights: Optional mechanism to force minority shareholders to join in permitted transfers
6. Tax Provisions: Specific provisions dealing with tax implications of share retention and transfers
7. Authority Notifications: Required for regulated entities needing to notify regulatory authorities of ownership changes
1. Schedule 1 - Share Ownership Details: Current share ownership information, including number and class of shares held by each party
2. Schedule 2 - Retention Schedule: Detailed timeline of retention requirements and any graduated release provisions
3. Schedule 3 - Permitted Transfers: Specific circumstances and conditions under which transfers are permitted
4. Schedule 4 - Deed of Adherence: Form for new shareholders to agree to be bound by the retention agreement
5. Schedule 5 - Corporate Resolutions: Copies of relevant corporate approvals and resolutions
6. Appendix A - Calculation Methods: Methods for calculating retention requirements and any adjustments
7. Appendix B - Reporting Ƶ: Standard forms for periodic reporting of share ownership and compliance
Find the exact document you need
Profit Split Agreement
Dutch law-governed agreement establishing terms for profit sharing between parties, including calculation methods and distribution mechanisms.
Download
Phantom Shares Agreement
Dutch law-governed agreement establishing phantom share rights that simulate share ownership benefits without actual share issuance.
Download
Share Retention Agreement
A Dutch law agreement establishing share ownership retention obligations and transfer restrictions for shareholders, governed by the Dutch Civil Code.
Download
Preference Shares Agreement
Dutch law-governed agreement establishing terms and conditions for preference shares issuance, including shareholder rights, privileges, and obligations.
Download
Equipment Transfer Agreement
Dutch law-governed agreement for the formal transfer of equipment between parties, including terms, conditions, and compliance requirements.
Download
Phantom Unit Award Agreement
A Dutch law-governed agreement granting phantom units that provide employees with cash payments based on company value appreciation, without actual equity transfer.
Download
Contract For Shares Of A Company
Dutch law agreement for the sale and purchase of company shares, typically executed before a civil law notary.
Download
Buffer Stock Agreement
Dutch-law agreement governing buffer stock arrangements, including storage, maintenance, and management requirements.
Download
Stock Sale Contract
A Dutch law-governed agreement for the sale and purchase of company shares, including all essential transaction terms and local legal requirements.
Download
Stock Appreciation Rights Agreement
A Dutch law-governed agreement granting employees the right to receive cash payments based on share price appreciation, without actual share ownership.
Download
Share Vesting Agreement
A Dutch law-governed agreement establishing terms for gradual share ownership rights in a company, typically used for employee equity compensation.
Download
Sale Of Shares Contract
A Dutch law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company.
Download
Stock Grant Agreement
A Dutch law agreement governing the award of company shares to employees or directors, detailing grant terms, vesting conditions, and share rights under Dutch legal requirements.
Download
Share Mortgage Agreement
A Dutch law-governed agreement creating a security interest over shares as collateral for financial obligations, establishing rights and enforcement mechanisms.
Download
Preliminary Share Purchase Agreement
A Dutch law-governed preliminary agreement outlining proposed terms and conditions for a share purchase transaction, including both binding and non-binding elements.
Download
Share Issue Agreement
A Dutch law-governed agreement detailing the terms and conditions for issuing new shares to subscribers, including share price, payment terms, and completion requirements.
Download
Share For Share Exchange Agreement
A Dutch law-governed agreement facilitating the exchange of shares between companies, where shareholders receive shares in another company as consideration for their existing shares.
Download
Share Buyback Agreement
Dutch law-governed agreement for a company to repurchase its own shares from existing shareholders, complying with Dutch corporate and financial regulations.
Download
Stock Borrowing Agreement
Dutch law-governed agreement for temporary securities lending between financial institutions, setting out terms for borrowing, collateral, and fees.
Download
Share Swap Agreement
A Dutch law-governed agreement facilitating the exchange of economic benefits and risks associated with shares between two parties, incorporating Dutch financial regulations and EU requirements.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)