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Assignment Of Shares Agreement Template for Denmark

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Key Requirements PROMPT example:

Assignment Of Shares Agreement

I need a Danish law Assignment of Shares Agreement for transferring 40% of shares in a privately held technology company to a foreign investor, with completion scheduled for March 2025 and including specific warranties about intellectual property rights.

Document background
The Assignment Of Shares Agreement is a crucial document used in Danish corporate transactions when transferring ownership of shares between parties. This agreement is essential for documenting share transfers in compliance with the Danish Companies Act (Selskabsloven) and related regulations. It is commonly used in various scenarios, including company restructuring, investment transactions, employee share schemes, and family business successions. The agreement includes detailed information about the shares being transferred, parties involved, purchase price, warranties, and completion requirements. It ensures that the transfer is legally valid under Danish law and provides necessary protections for both the assignor and assignee. The document must be carefully drafted to address specific requirements of Danish corporate law, including any necessary board approvals, shareholder consents, and registration requirements.
Suggested Sections

1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses

2. Background: Context of the share transfer, including details of the company whose shares are being transferred

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Assignment: Detailed description of the shares being transferred, including number, class, and nominal value

5. Purchase Price: The agreed consideration for the shares and payment terms

6. Completion: The mechanics and timing of the transfer, including completion date and actions required

7. Assignor's Warranties: Basic warranties regarding ownership, title, and authority to transfer the shares

8. Assignee's Warranties: Basic warranties regarding authority to purchase and compliance with laws

9. Board Approval and Notifications: Requirements for company board approval and necessary notifications

10. Further Assurance: Obligation to execute further documents and take additional actions if needed

11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Include when existing shareholders have tag-along rights that need to be addressed

2. Drag-Along Rights: Include when there are existing drag-along provisions that need to be acknowledged

3. Regulatory Approvals: Include when the transfer requires specific regulatory approvals

4. Non-Competition: Include when the assignor needs to be restricted from competing post-transfer

5. Confidentiality: Include when specific confidentiality provisions are needed beyond standard requirements

6. Tax Indemnity: Include when specific tax risks need to be allocated between the parties

7. Existing Shareholder Agreement: Include when the assignee needs to adhere to an existing shareholder agreement

8. Employee Matters: Include when the assignor has management or employment relationships that need to be addressed

Suggested Schedules

1. Share Details: Detailed description of the shares, including share certificates numbers and share history

2. Company Information: Key details about the company, including registration number, registered office, and share capital structure

3. Warranties: Detailed warranties given by the assignor regarding the shares and company

4. Existing Encumbrances: List of any existing charges, liens, or encumbrances on the shares

5. Required Consents: List of all required consents and approvals for the transfer

6. Board Resolution: Copy of board resolution approving the transfer

7. Share Certificate: Copy of existing share certificate(s) and form of new share certificate

8. Payment Details: Bank account and payment instruction details

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

Financial Services

Professional Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Transportation

Telecommunications

Construction

Agriculture

Media and Entertainment

Education

Hospitality

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Compliance

Corporate Governance

Executive Leadership

Investment

Treasury

Corporate Secretariat

Business Development

Risk Management

Finance

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Manager

Corporate Finance Manager

Mergers & Acquisitions Director

Compliance Officer

Board Director

Managing Director

Financial Controller

Business Development Manager

Corporate Governance Officer

Shareholder Relations Manager

Investment Banker

Private Equity Manager

General Counsel

Transaction 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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