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Private Equity Agreement Template for Denmark

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Private Equity Agreement

Document background
The Private Equity Agreement serves as the primary transaction document for private equity investments in Denmark, establishing the legal framework for the acquisition and ongoing relationship between investors and stakeholders. This document is essential when a private equity fund makes an investment in a target company, whether as a majority or minority stakeholder. It must comply with Danish corporate law requirements, including the Danish Companies Act and relevant financial regulations, while incorporating market-standard PE provisions. The agreement typically covers share purchase terms, governance rights, warranties, exit provisions, and various protective mechanisms for investors. It's particularly important in the Danish context where specific local law considerations, such as corporate governance requirements and shareholder rights, must be carefully addressed while maintaining alignment with international PE practice.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the PE firm, target company, selling shareholders, and any other relevant parties

2. Background: Context of the transaction, including brief description of the target company and investment rationale

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Investment Structure: Details of the investment including share classes, ownership percentages, and capital structure

5. Purchase Price and Payment Terms: Specification of consideration, payment mechanics, and any earn-out or adjustment provisions

6. Conditions Precedent: Prerequisites that must be satisfied before completion of the investment

7. Completion Mechanics: Step-by-step process for closing the transaction

8. Warranties and Representations: Statements of fact and assurances from sellers and the target company

9. Corporate Governance: Board composition, voting rights, and management structure post-investment

10. Reserved Matters: Decisions requiring investor consent or special majority approval

11. Transfer Restrictions: Limitations on share transfers and pre-emptive rights

12. Exit Provisions: Mechanisms for future sale or IPO, including drag-along and tag-along rights

13. Confidentiality: Protection of confidential information and trade secrets

14. Governing Law and Jurisdiction: Specification of Danish law application and dispute resolution mechanisms

Optional Sections

1. Management Incentive Plan: Terms of management equity participation and incentive schemes, included when management will hold equity

2. Anti-dilution Protection: Provisions protecting investor stake from dilution, included in minority investment scenarios

3. Environmental, Social and Governance (ESG): ESG requirements and reporting obligations, included when investors have specific ESG policies

4. Intellectual Property Rights: Detailed IP provisions, included when IP is crucial to the target business

5. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included when sellers remain active in the industry

6. Earn-out Provisions: Detailed terms for additional payments based on performance, included when deal includes contingent consideration

7. Founder/Key Person Provisions: Special terms relating to key individuals, included when their continued involvement is crucial

Suggested Schedules

1. Warranties: Detailed list of warranties given by sellers and company

2. Company Information: Details of target company including corporate structure, subsidiaries, and share capital

3. Properties: List of real estate and material leases

4. Intellectual Property: Schedule of IP rights owned or licensed by the company

5. Material Contracts: List of key commercial agreements

6. Employee Information: Details of key employees and employment terms

7. Completion Requirements: Detailed closing checklist and required deliverables

8. Form of Management Service Agreement: Template agreement for management services

9. Articles of Association: New articles of association to be adopted at completion

10. Shareholders' Agreement: Detailed governance and shareholder rights agreement

Authors

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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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