The Venture Capital Agreement serves as the primary legal framework for venture capital investments in the Philippines, structured in accordance with local corporate and securities laws. This document is essential when companies seek significant capital investment from venture capital firms in exchange for equity ownership. It details crucial elements such as investment terms, share class rights, board representation, anti-dilution provisions, and exit mechanisms, while ensuring compliance with Philippine regulations, including the Revised Corporation Code, Securities Regulation Code, and Foreign Investments Act. The agreement is particularly vital for high-growth companies and startups seeking institutional investment, providing protection for both investors and the company while establishing clear governance and operational frameworks.
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1. Parties: Identification of the venture capital investor(s), the company, and any other relevant parties to the agreement
2. Background: Context of the investment, including brief company history and purpose of the investment
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, valuation, and share class being issued
5. Conditions Precedent: Conditions that must be satisfied before the investment is made
6. Completion Mechanics: Process and requirements for completing the investment transaction
7. Warranties and Representations: Statements of fact and assurances from the company and founders
8. Investor Rights: Specific rights granted to the investor, including board representation and information rights
9. Reserved Matters: Decisions requiring investor approval
10. Anti-dilution and Pre-emption Rights: Protections against dilution and rights to participate in future funding rounds
11. Transfer Restrictions: Limitations on the transfer of shares by shareholders
12. Exit Provisions: Terms governing company sale, IPO, or other exit events
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Founder Commitments: Used when specific obligations or restrictions are placed on founders, including non-compete and full-time commitment requirements
2. Employee Stock Option Pool: Include when establishing or modifying an ESOP as part of the investment
3. Strategic Collaboration: Used when the VC provides specific strategic support or access to resources beyond funding
4. Multiple Closing Provisions: Include when the investment will be made in multiple tranches or involves multiple investors
5. International Investment Provisions: Required when dealing with foreign investors to address cross-border issues
6. Intellectual Property Assignment: Include when specific IP transfer or assignment is part of the investment deal
7. Environmental and Social Governance: Used when ESG requirements are important to the investor
8. Put Option Rights: Include when investors require specific exit rights through put options
1. Cap Table: Current and post-investment capitalization table of the company
2. Company Information: Detailed corporate information including registration details, licenses, and permits
3. Financial Statements: Recent financial statements and projections
4. Disclosure Schedule: Exceptions and disclosures related to warranties and representations
5. Key Performance Indicators: Specific metrics and targets the company must achieve
6. Form of Board Resolution: Template for required corporate approvals
7. List of Reserved Matters: Detailed list of decisions requiring investor approval
8. Intellectual Property Register: List of company's IP assets and their status
9. Key Contracts: Summary of material contracts and agreements
10. Management Accounts: Recent management accounts and financial reports
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
E-commerce
Financial Technology
Healthcare Technology
Agricultural Technology
Clean Technology
Software Development
Digital Services
Biotechnology
Manufacturing
Renewable Energy
Education Technology
Logistics and Supply Chain
Consumer Services
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Investment
Board of Directors
Corporate Secretariat
Risk Management
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Venture Capital Partner
Corporate Lawyer
Investment Analyst
Company Secretary
Board Director
Compliance Officer
Corporate Development Manager
Investment Director
Managing Partner
Due Diligence Officer
Financial Controller
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