The Investment And Shareholders Agreement is a crucial document used when new investors are entering a company or when existing shareholders are restructuring their relationships under Philippine law. It serves as the primary document governing both the investment transaction and ongoing shareholder relations, ensuring compliance with the Revised Corporation Code of the Philippines, Securities Regulation Code, and other relevant legislation. The agreement typically covers investment terms, share rights, corporate governance, minority protections, and exit provisions, while addressing specific Philippine regulatory requirements such as foreign ownership restrictions and SEC compliance. This document is particularly important in private equity investments, venture capital transactions, and strategic corporate investments, providing a framework for both the initial investment and long-term shareholder collaboration.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and investors
2. Background: Context of the investment, current company status, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Terms: Details of the investment including amount, share class, price per share, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the investment
6. Warranties and Representations: Warranties from the company, existing shareholders, and investors
7. Corporate Governance: Board composition, voting rights, reserved matters, and management provisions
8. Share Transfer Restrictions: Limitations on share transfers, right of first refusal, tag-along and drag-along rights
9. Pre-emptive Rights: Rights of existing shareholders to participate in future share issues
10. Information and Inspection Rights: Investors' rights to company information and financial reports
11. Confidentiality: Protection of confidential information and trade secrets
12. Default: Events of default and consequences
13. Term and Termination: Duration of the agreement and termination provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Anti-Dilution Protection: Protection for investors against future down-rounds, used in venture capital investments
2. Intellectual Property Rights: Specific provisions for IP ownership and protection, essential for technology companies
3. Employee Share Option Pool: Terms for employee share schemes, included when company plans to implement ESOP
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, included for key shareholders
5. Exit Provisions: Specific provisions regarding IPO or trade sale, included for venture capital investments
6. Dividend Policy: Specific dividend distribution rules, included when parties want predetermined dividend arrangements
7. Foreign Ownership Compliance: Specific provisions ensuring compliance with Philippine foreign ownership restrictions, needed for foreign investors
8. Strategic Rights: Special rights for strategic investors, such as supply agreements or commercial collaboration
1. Capital Structure: Details of share capital, shareholders and shareholding percentages pre and post-investment
2. Warranties: Detailed warranties given by the company and existing shareholders
3. Reserved Matters: List of decisions requiring special approval
4. Company Information: Key company information including corporate documents, licenses, and material contracts
5. Business Plan: Company's business plan and financial projections
6. Completion Requirements: Detailed list of completion deliverables and requirements
7. Board Regulations: Detailed procedures for board meetings and decision-making
8. Key Management Contracts: Forms of employment agreements for key management
9. Share Transfer Procedures: Detailed procedures for implementing share transfers and rights of first refusal
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology and StartUps
Manufacturing
Financial Services
Real Estate and Property
Retail and Consumer Goods
Healthcare and Pharmaceuticals
Energy and Utilities
Agriculture and Food Processing
Transportation and Logistics
Education and Training
Professional Services
Media and Entertainment
Relevant Teams
Legal
Corporate Finance
Investment
Compliance
Corporate Secretarial
Board of Directors
Executive Management
Mergers and Acquisitions
Corporate Development
Risk Management
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Investment Director
Venture Capital Partner
Private Equity Manager
Corporate Lawyer
Investment Banker
Board Director
Compliance Officer
Corporate Development Manager
General Counsel
Finance Director
Managing Director
Company Director
Investment Manager
Legal Counsel
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