30 September 2021

TL;DR

Shareholders’ Agreements (SHA), all versions

• Vesting clause completely rewritten
• Vesting now less generous to leaving founders
• Vesting guidelines changed to 3-8 years/5-10 years (with/without investors)
• Required votes for drag-along changed from 1/2 to 2/3
• Updated for easier use

Term Sheets (TS) & Subscription Agreement (SubA)

• Updated to comply with new SHA, (TS & SubA)
• “Existing Shareholders'” removed, (SubA)
• Added new clause limiting the founders’ liability to equal their shares in the company (SubA)

Updates to The StartupTools Standard

• Vesting
  • Vesting is now more friendly toward staying founders/shareholders if one founder leaves the company – and conversely more strict on leaving founders
  • The leaving shareholder can keep fewer shares (in case of Bad Leaver) and the unvested shares are sold for a lower value (in case of Good Leaver)
  • Vesting guidelines changed to 3-8 years/5-10 years (with/without investors)
• A 90% majority can now change the agreement as long as no party is treated disproportionally worse than any other party
• In case of a future financing round, a qualified majority can force all parties to sign the necessary agreements to make the financing round happen (as long as no party is affected worse than any other party)
• Required votes for drag-along changed from 1/2 to 2/3
• Non-Competition clause removed as default for non-permanent employments (Swedish: Allmän visstid)

• Contribute to keeping the cap-table of startups clean, even through the unfortunate event of losing a founder. Regardless of the reason for the leave. In our experience this is crucial to give the startup the best chance for future growth, in particular after losing a founder (changed vesting)
• Removing the (minimal) risk of hostage keeping for technicalities. That is when a minor shareholder wants disproportionate influence to consent to obvious minor changes/improvements of the Shareholders’ Agreement which does not change the relationship between the Shareholders (90% majority for changes)
• Keep The StartupTools Standard relevant through following the development of the market

Full Version

Shareholders’ Agreements

• Released Premium Versions for sale with additional guidance and commentary – webshop
• Vesting clause is completely rewritten to make it much easier to understand
  (note: The StartupTools Standard regarding vesting is also updated – see more above)
• Required votes for drag-along changed from 1/2 to 2/3
• Some general restructures to make the contracts more easily accessible for all users
• If liquidation preference is to be used in the Shareholders’ Agreement With VC Lead Investor-version (it is still optional), it is now implemented via real preference shares (previously only a contractual liquidation preference). The other SHA versions does not have an option for liquidation preference
• Simplified and shortened the veto rights of the lead investor/investor majority/founder majority
• Investors have a right to transfer their shares within their group

Subscription Agreement (SubA)

• Updated to comply with new SHA
• Removed “Existing Shareholders” from the agreement, so now only the company, founders and new investors need to sign it
• Added new clause limiting the founders’ liability to equal their shares in the company, meaning a founder can transfer their shares to investors to settle a potential claim (SubA)
• Minor updates for readability and bug fixes

Term Sheet

• Adaption to new Shareholders’ Agreement versions
• Minor replacements of words for clarification

19 December 2018

• Added a new version of the shareholders’ agreement for companies with investors but no lead investor.
• Added lots of explanatory comments in the founders’ agreement and the shareholders’ agreements, making them easier to read and understand.
• Made some clarifications in the term sheet.
• Lots of formatting updates to the shareholders’ agreements. Now it’s much easier to export to other formats.
• Launched this international website StartupTools.org, replacing many local StartupDocs.xx sites. Thanks Victor Ginsburg Müller for the design!

28 February 2017

• First release, including:
  • Term sheet – Balanced and standardized, for seed round. Both VC firms, angel investors, entrepreneurs and lawyers have been involved in the process. Use this term sheet as the starting point for negotiations in your seed round.
  • Subscription agreement and shareholders’ agreement – Based on the term sheet. Everything you need for your seed round.
  • Founders’ agreement – Similar to the shareholders’ agreement, but adapted to a company without any investors, i.e. an agreement only between the founders. Also includes articles of association.
  • Guide to unit economics – A beginner’s guide to understanding customer value and costs: CLTV, CAC and cohorts
  • Employment agreement – Standardized employment agreements for all kinds of employments, even for hourly wage and for managing directors.