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Subscription And Shareholders Agreement Template for Ireland

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Key Requirements PROMPT example:

Subscription And Shareholders Agreement

"I need a Subscription and Shareholders Agreement under Irish law for a Series A investment round of €5 million into our technology startup, with two venture capital firms investing and specific provisions for founder vesting and an employee share option pool of 10%."

Document background
The Subscription And Shareholders Agreement is a fundamental document used in Irish corporate transactions where new investors are joining a company while simultaneously establishing the ongoing rights and obligations of all shareholders. This document is particularly relevant for companies seeking external investment, whether from venture capital firms, private equity investors, or strategic partners. It addresses both the immediate transaction of share subscription and the long-term governance framework of the company. The agreement must comply with Irish company law, particularly the Companies Act 2014, and typically includes detailed provisions on share issuance, warranties, board composition, shareholder rights, transfer restrictions, and exit mechanisms. It's commonly used in funding rounds, corporate restructurings, and joint venture formations, providing a comprehensive framework for both the investment process and subsequent shareholder relationships.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investors

2. Background: Recitals explaining the context of the agreement, company status, and transaction purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Subscription for Shares: Details of share subscription, including number, class, price, and payment terms

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

6. Warranties: Standard warranties from the Company and existing shareholders to the investors

7. Board Composition and Management: Board structure, appointment rights, and management provisions

8. Shareholder Rights and Obligations: Key rights including voting, dividends, information rights, and pre-emption rights

9. Transfer Restrictions: Restrictions on share transfers and permitted transfers

10. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

11. Reserved Matters: Decisions requiring special shareholder approval

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Term and Termination: Duration of the agreement and termination events

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

Optional Sections

1. Anti-Dilution Protection: Protection for investors against future down-rounds, typically included for institutional investors

2. Founder Provisions: Specific obligations and restrictions on founders, including non-compete and commitment provisions

3. Investment Committee: Provisions for establishing and operating an investment committee, typically for ventures with institutional investors

4. Employee Share Scheme: Framework for implementing employee share options or similar incentive schemes

5. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances

6. Dividend Policy: Detailed provisions regarding dividend distributions, included when specific dividend policies are agreed

7. Deadlock Resolution: Mechanisms for resolving shareholder disputes, important for 50/50 joint ventures

8. IPO Provisions: Specific provisions regarding future IPO prospects, typically for high-growth companies

Suggested Schedules

1. Share Capital Table: Details of pre and post-investment shareholding structure

2. Warranties: Detailed warranties given by the Company and existing shareholders

3. Reserved Matters List: Comprehensive list of matters requiring special approval

4. Company Information: Key company details including registration number, registered office, directors

5. Form of Deed of Adherence: Template for new shareholders to join the agreement

6. Business Plan: Company's business plan and financial projections

7. Articles of Association: New/amended articles of association to be adopted

8. Board Resolutions: Pro-forma board resolutions for completion

9. Disclosure Letter: Disclosures against the warranties

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

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Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Real Estate

E-commerce

Biotechnology

Software

Professional Services

Renewable Energy

Media and Entertainment

Telecommunications

Food and Beverage

Retail

Education Technology

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Company Secretariat

Board of Directors

Risk Management

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Investment Director

Company Secretary

Board Director

Venture Capital Partner

Private Equity Manager

Corporate Development Manager

Investment Manager

Legal Counsel

Compliance Officer

Financial Director

Managing Director

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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