SHA的功能
SHA的关键字是“控制”。VC/PE投资后，投资人一般成为被投公司的少数股东，也不实际控制被投公司的经营管理。公司法的默认原则是股东的简单多数产生董事会，董事会聘任管理层，董事会简单多数决策大部分公司重大事项并由管理层执行，一小部分非常重大事项还需要股东会简单多数的批准，而少数几项极其重大事项则需由股东会的超级多数批准（一般为2/3）。可见,作为不控制管理的少数股东，投资人在公司法下所能得到的保护非常有限，因而需要通过合同约定来获得能够对被投公司的决策过程、股东结构和投资退出等方面施加一定程度的影响的权力，从而保护其投资人利益。注意投资人的“控制”一般不是决策权，而主要表现为参与。
SHA的结构
SHA的主要组成部分包括：
企业治理（开源模板SHA Section 2 Corporate Governance)
企业治理部分约定了投资人对企业重大决策的控制，主要包括：
- 董事任命权
投资人有权任命一名或多名董事。由于董事会是公司最主要的决策机构，董事任命权给予了投资人通过其任命的董事参与到公司的决策过程的机会。 投资人也有可能要求任命无投票权的董事会观察员。
- 特定重大事项的否决权
SHA往往约定特定重大事项需经投资人的事先同意，即给予投资人对这些事项否决权。特定重大事项的范围与条数一般根据公司的情况与规模，由双方谈判确定。否决权可以设置在股东层面，即需要一定比例的优先股多数的同意。各轮次的优先股可以合并计算也可以单独计算。也可以设置在董事层面，即要求一个或多个由投资人任命的董事的同意。
上述优先股的多数的设置需要考虑公司的股东结构，并涉及公司与投资人以及投资人之间的博弈。例如，如果所需的优先股多数设为60%，则任何持有超过40%优先股的股东将有能力否决其不赞同的特定重大事项。站在投资人的角度，当然希望自身拥有否决权，而同样拥有否决权的其他投资人越少也好，而持股比例较少，无法拥有独立否决权的投资人则会希望成为在主要投资人意见不一致时的关键少数。而站在公司的角度，当然不希望一家独大，也不希望有太多的投资人拥有否决权，以免影响决策效率。
- 信息权
投资人需要了解公司的基本情况，方能有意义地行使其参与权与同意权。SHA一般会规定公司有义务在合理的时限内定期向投资人提供公司的财务报表，以及公司的预算和商业计划。SHA也往往会约定投资人有权访问公司的办公场地，并访谈公司管理层与外部顾问。
股份的发行与转让（开源模板SHA Section 3 Share Issuance and Transfer)
股份的发行与转让部分约定了投资人的一组权利，以对公司的股东结构施加一定的控制，主要包括：
- 对新股的优先认购权（Preemptive Right）
在公司拟发行新股时，投资人有权按持股比例以同等价格优先认购拟新发行的股份
- 对老股的转让限制 (Lock-up)
为保持创始人在公司的持股，往往会约定创始人在上市前未经投资人的同意不得转让股份
- 对老股的优先受让权(Right of First Refusal)
在创始人拟转让股份时，投资人有权按持股比例以同等价格优先受让拟转让的股份。
- 对老股的共同出售权 (Co-Sale Right)
如果投资人不行使上述优先受让权，则可以选择按与创始人的相对持股比例以同等价格共同出售股份
关于分配的权利 (开源模板SHA Section 4 Rights Relating to Distribution)
SHA约定了一系列关于退出的投资人权利，主要包括：
- 优先清算分配（Liquidation Preference）
清算优先是公司发生清算时，更重要的是发生整体出售（包括通过股权收购、资产收购或合并等形式）时，在各股东之间分配所得的方式与顺序。除了SHA，这部分也会在公司章程中重复。
在公司发生清算事件时，应将公司可向股东分配的财产按各类型股份的优先性逐次分配，先向各轮次优先股按优先顺序分配约定的按该轮次优先股发行价计算（固定比例或年化回报率）的优先分配金额 (Preference Amount)，然后再将剩余的可分配财产（如有）按持股比例向股东分配。各类型股份的优先性一般为优先股较普通股优先，各轮次优先股之间，较晚轮次（一般发行价也更高）的优先股较为优先。
优先清算分配有两种形式，参与型与非参与型。两者的区别在参与最后按股权比例分配剩余可分配财产的股东范围。参与型下，所有股东都有权参与按股比分配，这意味着优先股股东将获得优先分配金额和按股比分配金额。在非参与型下，只有普通股股东有权参与按股比分配，由于优先股股东可以随时将其持有的优先股转换为普通股，实际上优先股股东将获得优先分配金额或按股比分配金额两者中较高的金额。
- 投资人的回购权 (Redemption Right)
有些项目会约定如果公司在一定期限内无法完成合格的IPO，投资人有权要求公司以一定的价格（一般是投资成本加上一定的回报）回购其所持有的优先股。关于回购权的约定也会在公司章程（MAA）中重复。
投资人应对回购权的作用有合理的预期。从文本上看，回购权给予了投资人一个除IPO和整体出售以外的退出途径，但是如果公司数年后无法完成上市或整体出售，其可能正处于困境，没有足够的资金来履行回购义务。所以有人说“回购权在最需要的时候是最没用的。” 尽管回购权很可能无法按约定得到执行，它仍然给了投资人有力的谈判资本来重组表现不佳的投资。
- 优先分红（Dividend）
规定公司在向某一类型的股份分配红利时，应先向较该类型股份优先的股份分配等额的红利。在某些项目中，优先股享有按一定年利率计算的非累计红利（non-cumulative dividend）。非累计红利不同于债权，只有在公司董事会决议宣派股利时，公司方有义务分配当年度的股利，过往年度未宣派的红利并不累计。关于分红权的约定也会在公司章程（MAA）中重复。
- 对所有股东的强制出售权 (Drag-Along)
整体出售是除IPO外最重要的退出途径。因为在整体出售中，潜在买方很可能要求收购公司大部分或全部股份，有些项目会约定对符合要求的公司整体出售，所有股东有义务批准这样的交易，并以同等价格共同向收购方出售股份。相关的要求可以是股东批准的要求和/或对出售价格的要求。
创始人承诺（开源模板SHA Section 5 Founder Undertakings)
创始人的服务是被投公司价值的重要组成部分，创始人承诺部分约定了创始人的一系列承诺，往往包括：
- 限制性股份
为激励初始人，特别是在早期公司创始人，持续为公司服务，可约定创始人持有的股份为限制性股份，按一定的固化时间表（vesting schedule) 分批固化。如果创始人在固化期满之前离开公司，则将失去尚未固化部分的股份。
- 时间投入
创始人承诺将主要时间与精力用于公司。
- 不竞争
创始人承诺不参与任何与公司有竞争关系的业务。
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