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Shareholder Release Agreement for the United States

Shareholder Release Agreement Template for United States

A Shareholder Release Agreement is a legal document used in the United States that formally releases a shareholder from their rights, obligations, and potential claims relating to their shareholding in a company. This agreement provides protection for both the departing shareholder and the company, ensuring a clean break and minimizing future legal disputes. The document typically includes specific provisions regarding the release of claims, consideration provided, and any continuing obligations under U.S. federal and state securities laws.

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Shareholder Release Agreement

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What is a Shareholder Release Agreement?

The Shareholder Release Agreement is commonly used when a shareholder exits a company, whether through sale, retirement, or other circumstances. This document, governed by U.S. federal and state laws, provides a comprehensive release of rights and potential claims between the parties. It typically includes details about the shares being released, any consideration being provided, and specific terms regarding the release of future claims. The agreement is crucial for maintaining clear corporate records and preventing future disputes, particularly in situations involving closely-held corporations or during corporate restructuring.

What sections should be included in a Shareholder Release Agreement?

1. Parties: Identification of the releasing shareholder(s) and the company/other shareholders

2. Background: Context of the shareholding and reasons for the release

3. Definitions: Key terms used throughout the agreement

4. Release Provisions: Specific terms of the release, including scope and effectiveness

5. Consideration: Details of any payment or other consideration for the release

6. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and ownership

7. Governing Law: Jurisdiction and applicable law governing the agreement

What sections are optional to include in a Shareholder Release Agreement?

1. Confidentiality: Non-disclosure provisions for sensitive information and terms of the agreement

2. Non-Competition: Restrictions on future competitive activities by the releasing shareholder

3. Tax Indemnity: Provisions for protection against tax liabilities arising from the release

4. Dispute Resolution: Procedures for resolving any disputes related to the agreement

What schedules should be included in a Shareholder Release Agreement?

1. Schedule A - Share Certificate Details: Detailed information about the shares being released, including certificate numbers and quantities

2. Schedule B - Payment Schedule: Timeline and terms of consideration payments, if applicable

3. Schedule C - Board Resolution: Copy of the board resolution approving the release agreement

4. Schedule D - Shareholder Resolutions: Copies of any required shareholder resolutions authorizing the release

Authors

Alex Denne

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

Jurisdiction

United States

Document Type

Release Agreement

Cost

Free to use
Clauses

























Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC Rules and Regulations, and Sarbanes-Oxley Act of 2002 (for public companies)

State Corporate Laws: State-specific corporation statutes, state securities laws (Blue Sky Laws), and state contract laws that govern corporate operations and securities transactions

Corporate Governance Requirements: Internal governing documents including company bylaws, articles of incorporation, and existing shareholder agreements that must be considered

Tax Considerations: Internal Revenue Code, state tax regulations, and tax implications related to share transfers or releases that may affect the agreement

Contract Law Principles: Fundamental contract law requirements including consideration, capacity to contract, and ensuring voluntary nature of the release

Liability and Release Provisions: State-specific requirements for valid releases, scope and limitations of releases, and enforceability requirements

Disclosure Requirements: Material information disclosure obligations, fiduciary duty considerations, and fraud prevention provisions that must be included

Statute of Limitations: State-specific timeframes for claims and federal limitation periods that may affect the timing and validity of the release

Teams

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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