The Investment And Shareholders Agreement is a crucial document used when a company is seeking or receiving external investment while establishing the ongoing relationship between all shareholders. It is particularly relevant in the Australian business context, where it must comply with the Corporations Act 2001 and other relevant federal and state legislation. This agreement is typically used in funding rounds, corporate restructures, or when bringing in strategic investors, combining both investment mechanics and shareholder governance provisions. It includes detailed terms about the investment process, share rights, corporate governance, shareholder obligations, exit provisions, and various protective mechanisms for both investors and existing shareholders. The document serves as the primary agreement governing the relationship between the company, its existing shareholders, and new investors, while ensuring compliance with Australian corporate law requirements and market practices.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Investment Terms: Details of the investment including amount, share class, price, and completion mechanics
5. Completion and Conditions Precedent: Requirements to be met before completion and completion process
6. Warranties and Representations: Company and shareholder warranties, including founder warranties if applicable
7. Board Composition and Management: Board structure, appointment rights, and management responsibilities
8. Shareholder Rights and Obligations: Voting rights, reserved matters, and general obligations of shareholders
9. Share Transfer Restrictions: Limitations on transfer of shares, pre-emptive rights, and tag-along/drag-along rights
10. Dividend Policy: Rules governing declaration and payment of dividends
11. Information Rights: Shareholders' rights to company information and financial reports
12. Confidentiality: Obligations regarding confidential information
13. Default Events: Consequences of breaching the agreement
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Rights: Protection for investors against future down-rounds, included when negotiated by investors
2. Future Funding Rounds: Framework for additional investment rounds, included when future capital raises are anticipated
3. Founder Vesting: Vesting conditions for founder shares, included when founders are receiving equity over time
4. Employee Share Scheme: Framework for employee share options, included when company has or plans to have an ESOP
5. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when required for key shareholders
6. Strategic Rights: Special rights for strategic investors, included when strategic investors are involved
7. Exit Strategy: Specific provisions regarding company sale or IPO, included when exit is contemplated
8. Intellectual Property Rights: Special IP provisions, included when IP is crucial to the business
1. Capital Structure: Details of share capital, shareholders and their holdings pre and post-investment
2. Company Warranties: Detailed list of company warranties
3. Deed of Accession: Template for new shareholders to join the agreement
4. Business Plan: Company's business plan and financial projections
5. Reserved Matters: Detailed list of decisions requiring special approval
6. Company Constitution: Copy or key provisions of the company constitution
7. Key Terms of Employment: Summary of key employee/founder employment terms
8. Completion Checklist: List of documents and actions required for completion
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Healthcare
Financial Services
Manufacturing
Retail
E-commerce
Biotechnology
Clean Energy
Real Estate
Agriculture
Mining
Software
Professional Services
Media and Entertainment
Infrastructure
Relevant Teams
Legal
Finance
Corporate Development
Executive
Board of Directors
Compliance
Company Secretariat
Investment
Corporate Strategy
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Investment Manager
Corporate Lawyer
Private Equity Manager
Venture Capital Manager
Board Director
Managing Director
Chief Operating Officer
Investment Director
Corporate Development Manager
Compliance Officer
Finance Director
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