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Equity Investment Agreement for Australia

Equity Investment Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that establishes the terms and conditions under which an investor acquires equity (shares) in a company. The document details the investment amount, share class, price per share, investor rights, company obligations, warranties, and various protection mechanisms for both parties. It incorporates key requirements under the Australian Corporations Act 2001 and other relevant legislation, while establishing governance frameworks, information rights, and exit mechanisms. The agreement typically includes provisions for board representation, reserved matters requiring investor consent, and reporting obligations.

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What is a Equity Investment Agreement?

The Equity Investment Agreement is a crucial document used when an investor seeks to acquire shares in a company under Australian law. It is typically employed in various scenarios including venture capital investments, private equity transactions, strategic corporate investments, and growth capital raises. The agreement comprehensively addresses key aspects such as investment terms, shareholder rights, governance arrangements, and exit provisions, while ensuring compliance with Australian regulatory requirements including the Corporations Act 2001 and, where applicable, foreign investment regulations. This document serves as the primary contract governing the relationship between the investor and the company, establishing clear rights, obligations, and protections for all parties involved.

What sections should be included in a Equity Investment Agreement?

1. Parties: Identification of the investor(s), company, and any other relevant parties to the agreement

2. Background: Context of the investment, company's business, and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Investment Terms: Details of investment amount, share class, price per share, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing of the investment

6. Warranties and Representations: Company warranties, investor warranties, and accuracy of information provided

7. Company Covenants: Ongoing obligations of the company regarding operations, reporting, and compliance

8. Shareholder Rights: Voting rights, dividend rights, and other rights attached to the shares

9. Board Representation: Rights to appoint directors and board observer rights

10. Information Rights: Regular reporting requirements and access to company information

11. Reserved Matters: Decisions requiring investor consent

12. Transfer Restrictions: Limitations on share transfers and pre-emptive rights

13. Exit Provisions: Tag-along, drag-along rights, and IPO provisions

14. Confidentiality: Protection of confidential information and announcement restrictions

15. Dispute Resolution: Process for resolving disputes between parties

16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Equity Investment Agreement?

1. Anti-Dilution Protection: Protection against future down-rounds, typically included for larger institutional investments

2. FIRB Approval: Required when foreign investment approval is needed under Australian law

3. Founder Commitments: Specific obligations of founders including non-compete and continued involvement

4. Strategic Collaboration: For strategic investors who will have business relationship with the company

5. Employee Share Scheme: If the investment includes establishment of an employee share scheme

6. Environmental, Social and Governance: ESG requirements, typically for institutional or impact investors

7. Multiple Closing Mechanics: For investments with multiple tranches or conditions

8. Special Veto Rights: Additional investor protections beyond standard reserved matters

What schedules should be included in a Equity Investment Agreement?

1. Capital Structure: Pre and post-investment share capital structure

2. Company Details: Corporate information, directors, secretary, registered office

3. Warranties: Detailed list of company warranties

4. Reserved Matters: Comprehensive list of decisions requiring investor consent

5. Completion Requirements: Detailed list of completion deliverables and requirements

6. Form of Board Resolution: Pro-forma board resolutions for completion

7. Deed of Accession: Form for future shareholders to join the agreement

8. Business Plan: Company's business plan and financial projections

9. Key Personnel: Details of key management and their service agreements

10. Disclosure Letter: Company's disclosures against the warranties

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Genie AI

Cost

Free to use

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