The Cornerstone Investment Agreement is a vital instrument in Canadian corporate finance, typically used when a company seeks to secure significant investment from a strategic or institutional investor. This document type is particularly relevant in the context of pre-IPO investments, major corporate refinancing, or strategic growth initiatives. The agreement must comply with Canadian federal and provincial securities laws, including requirements under relevant Securities Acts and, where applicable, the Investment Canada Act. It details the investment terms, share subscription details, investor protections, governance rights, and various conditions precedent to the investment. The document becomes especially important when companies seek to establish a strong foundation of institutional investment before major corporate events or expansion plans.
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1. Parties: Identification of the company, the cornerstone investor, and any other relevant parties
2. Background: Context of the investment, including company overview and purpose of the cornerstone investment
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment: Details of the investment amount, number of shares/securities, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
6. Completion: Process and requirements for completing the investment transaction
7. Representations and Warranties: Statements of fact and assurances from both the company and the investor
8. Investor Rights: Rights granted to the cornerstone investor, including board representation and information rights
9. Transfer Restrictions: Limitations on the transfer of securities, including lock-up periods
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Requirements for public announcements regarding the investment
12. Termination: Circumstances under which the agreement can be terminated
13. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment
1. IPO-Related Provisions: Include when investment is connected to an IPO, covering IPO price determination and allocation
2. Tag-Along Rights: Include when investor requires right to join in sales by major shareholders
3. Anti-Dilution Protection: Include when investor requires protection against future dilutive issuances
4. Pre-emptive Rights: Include when investor requires right to participate in future offerings
5. Foreign Investment Approval: Include when investment requires approval under Investment Canada Act
6. Multiple Investor Provisions: Include when there are multiple cornerstone investors requiring coordination
7. Put Option: Include when investor requires right to sell shares back under specific circumstances
8. Registration Rights: Include when U.S. securities laws are applicable or future U.S. listing is contemplated
1. Schedule A - Company Information: Detailed information about the company, including corporate structure and capitalization
2. Schedule B - Subscription Details: Detailed breakdown of securities being subscribed for and pricing information
3. Schedule C - Conditions Precedent: Comprehensive list of all conditions to be satisfied before completion
4. Schedule D - Representations and Warranties: Detailed representations and warranties of both parties
5. Schedule E - Form of Legal Opinions: Required forms of legal opinions to be delivered at completion
6. Schedule F - Deed of Adherence: Form of deed for transferees to become bound by the agreement
7. Schedule G - Completion Checklist: List of all documents and actions required at completion
8. Appendix 1 - Board Reserved Matters: List of matters requiring investor approval or consultation
9. Appendix 2 - Information Rights: Detailed specifications of information to be provided to investor
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Mining and Resources
Real Estate
Infrastructure
Healthcare
Manufacturing
Energy
Telecommunications
Consumer Goods
Green Energy
Biotechnology
Relevant Teams
Legal
Corporate Finance
Executive Leadership
Board of Directors
Investment
Compliance
Corporate Secretariat
Securities
Due Diligence
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Managing Director
Legal Counsel
Investment Manager
Corporate Finance Director
Compliance Officer
Board Director
Investment Banking Director
Private Equity Manager
Securities Lawyer
Chief Investment Officer
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