Shareholders Agreement Gesellschaftsvertrag

“Where are we going to deal with this now?” is often the question that partners ask themselves. The answer: in a separate association agreement. The investment agreement (also known as the participation agreement) defines the relationship between (former) partners/founders and the investor. The rights and obligations of the investor, the founders and, if necessary, other stakeholders (for example. B management) are defined. In principle, the statutes are given priority as the statutes and investment agreements as well as the shareholder agreement come into conflict. It should be taken into account that the investment agreement and the shareholder agreement have only a debt effect. It follows that the parties have the opportunity to agree, in the case of conflicting rules set out in the statutes and agreements, that between them (inter partes), the provisions of the agreements must prevail. The relevant regulations are agreed approximately at regular intervals in the timesheet. These coarse agreements must then be implemented in the investment agreement and shareholder agreement. In this regard, these two contracts are of paramount importance in the context of a venture capital participation; they regulate the relationship between the investor and the company or the founders.

This relationship is always individual and depends on the concrete circumstances of the case. The light conclusion of a “standard” contract should therefore be avoided in the best case! On the other hand, the shareholder agreement, which shapes the relationship between the various shareholders, is generally concluded between the shareholders and the company. In the case of a large number of former shareholders who participate in only small shares or, if necessary, a large number of (small) investors, it is recommended that their votes be retained by the agreement of a pool. This will allow for early voting and effectively prevent individuals from obstructing decisions. On the other hand, if the company is a limited company, it is not. It is then enough to respect the written form i.S.d. – 126 BGB. A Tag Along right is also called co-sale right. If a partner sells his shares to a third party and the investor considers the terms of sale to be attractive, he or she may also be able to sell to one-third a share of his shares or all his shares under the same conditions, unless the pre-acquisition rights have been fully exercised. On the other hand, the association agreement is “only” a debt agreement, unless a civil corporation is founded on a case-by-case basis between the contracting parties.

There is therefore no increased obligation of consideration in this relationship. As has already been explained, the evaluation of start-ups is usually done on a future value. This one is very dependent on the founders of the company. Indeed, if one calculates the value of the future, one assumes that the founders are actively involved in the company for a long time. The association agreement may have essential basis for the cooperation of partners in the company and have a significant impact on the company`s activities and on the power fabric within the general meeting of shareholders. The tote can become a powder keg and must be carefully crafted and linked to the social contract. Like the SHA, the participation contract is a debt contract that is notarized. Unlike the SHA, it is not so much the relationship between the new and former partners of the company as the participation of an investor in the company (in English: IA). The AI thus implements the term sheet previously negotiated with the terms of the investment. The parties are often, in addition to the investor and the partners, the managers and the company itself.

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