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Equity Participation Agreement Template for Australia

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Key Requirements PROMPT example:

Equity Participation Agreement

"Need an Equity Participation Agreement for a tech startup where a venture capital firm is acquiring 25% ownership with board representation rights and anti-dilution protection, including specific performance targets to be met by March 2025."

Document background
The Equity Participation Agreement serves as a fundamental instrument in Australian corporate transactions, used when a party seeks to acquire or increase their ownership stake in a company through share subscription or equity purchase. This document is essential for both startup investments and established company transactions, providing a comprehensive framework that addresses share issuance, payment terms, shareholder rights, and governance structures. It must comply with Australian corporate law requirements, particularly the Corporations Act 2001 and related regulations, while potentially incorporating additional provisions for foreign investment approval, employee equity schemes, or specific industry requirements. The agreement is crucial for protecting all parties' interests and ensuring clear documentation of ownership arrangements, voting rights, and exit mechanisms.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company and incoming shareholders

2. Background: Context of the agreement, current company structure, and purpose of the equity participation

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Subscription for Shares: Details of shares being issued/transferred, including number, class, and price

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

6. Payment Terms: Payment schedule, method, and consequences of non-payment

7. Warranties and Representations: Standard warranties from both company and subscriber regarding capacity, authority, and accuracy of information

8. Shareholders' Rights and Obligations: Voting rights, dividend rights, and other fundamental shareholder entitlements

9. Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

10. Confidentiality: Protection of confidential information and trade secrets

11. Dispute Resolution: Process for resolving disputes between parties

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

Optional Sections

1. Board Representation: Rights to appoint directors - include when investor is taking a significant stake

2. Tag-Along and Drag-Along Rights: Include for minority protection and exit mechanisms when dealing with significant shareholders

3. Anti-Dilution Protection: Include when investors require protection against future dilutive share issues

4. Information Rights: Special rights to company information - include for significant investors or when required by regulations

5. Vesting Provisions: Include when shares are issued as part of employee equity participation

6. Put and Call Options: Include when parties want specific exit mechanisms

7. Performance Targets: Include when share allocation is linked to achievement of specific milestones

8. Foreign Investment Conditions: Include when foreign investment approval is required

Suggested Schedules

1. Share Capital Structure: Details of existing and post-completion share capital structure

2. Form of Share Certificate: Template for share certificates to be issued

3. Deed of Accession: Template for new shareholders to agree to terms of existing shareholders agreement

4. Company Constitution: Current constitution of the company

5. Completion Checklist: List of documents and actions required for completion

6. Warranties: Detailed warranties given by the company and/or selling shareholders

7. Key Performance Indicators: Detailed performance metrics if applicable

8. FIRB Conditions: Foreign Investment Review Board conditions if applicable

Authors

Alex Denne

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

Relevant legal definitions
Clauses





































Relevant Industries

Technology and Software

Financial Services

Professional Services

Manufacturing

Healthcare

Real Estate

Retail

Mining and Resources

Agriculture

Education

Construction

Energy

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Investment

Company Secretariat

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Company Secretary

Business Development Director

Venture Capital Partner

Private Equity Manager

Corporate Finance Manager

Mergers & Acquisitions Director

Legal Counsel

Investment Banker

Corporate Development Manager

Finance Director

Compliance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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