The Investment Agreement under Dutch law serves as the primary transaction document for equity investments in Dutch companies or Dutch-governed transactions. This agreement is typically used when investors are acquiring shares in a company, whether through a new issue of shares or purchase from existing shareholders. It establishes the framework for the investment relationship, incorporating specific requirements of Dutch corporate and securities laws, while addressing key commercial terms such as valuation, governance rights, and exit provisions. The document is crucial for both domestic Dutch investments and cross-border transactions where Dutch law is chosen as the governing law, ensuring compliance with local regulatory requirements while protecting the interests of all parties involved.
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1. Parties: Identification of all parties to the agreement, including the investor(s), existing shareholders, and the target company
2. Background: Context of the investment, including brief company history and purpose of the investment
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Investment Structure: Details of the investment amount, valuation, and number/class of shares to be issued
5. Conditions Precedent: Conditions that must be satisfied before completion of the investment
6. Completion: Mechanics of closing the investment, including timing and actions required from each party
7. Warranties and Representations: Statements of fact and assurances given by the company and existing shareholders
8. Investor Rights: Special rights granted to the investor, including board representation, veto rights, and information rights
9. Transfer Restrictions: Limitations on the transfer of shares and related rights (right of first refusal, tag-along, drag-along)
10. Confidentiality: Obligations regarding confidential information and announcements
11. Anti-dilution Protection: Mechanisms to protect the investor against future dilution
12. Covenants: Ongoing obligations of the company and existing shareholders
13. Term and Termination: Duration of the agreement and circumstances allowing for termination
14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Exit Provisions: Include when parties want to specify particular exit mechanisms or requirements - covers IPO, trade sale, or other exit events
2. Management Provisions: Include when the investment includes specific management arrangements or requirements
3. Employee Stock Option Pool: Include when establishing or modifying an employee share scheme as part of the investment
4. Intellectual Property Rights: Include when IP is a crucial asset requiring specific protection or arrangements
5. Non-Competition and Non-Solicitation: Include when requiring specific non-compete obligations from founders or key shareholders
6. Strategic Collaboration: Include when the investment includes strategic partnership elements beyond pure financial investment
7. Founder Commitments: Include when specific obligations or restrictions are placed on founders
8. Pre-emptive Rights: Include when granting specific rights for future funding rounds
1. Deed of Adherence: Template deed for new shareholders to become bound by the agreement
2. Warranties: Detailed list of warranties given by the company and warrantors
3. Capitalization Table: Pre and post-investment share capital structure
4. Business Plan: Company's business plan and financial projections
5. Articles of Association: New articles of association to be adopted at completion
6. Board Resolutions: Form of board resolutions required for completion
7. Shareholder Resolutions: Form of shareholder resolutions required for completion
8. Disclosure Letter: Exceptions and qualifications to the warranties
9. Key Performance Indicators: Specific metrics and targets related to the investment
10. Management Accounts: Recent financial statements and management accounts
Relevant legal definitions
Clauses
Relevant Industries
Technology
Life Sciences
Real Estate
Renewable Energy
Financial Services
Healthcare
Manufacturing
E-commerce
Software
Biotechnology
Infrastructure
Agriculture
Clean Technology
Consumer Goods
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Board Secretariat
Strategy
Mergers & Acquisitions
Treasury
Corporate Governance
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Managing Director
Chief Legal Officer
Business Development Director
Corporate Development Manager
Finance Director
Investment Analyst
Venture Capital Associate
Private Equity Manager
Company Secretary
Risk Manager
Compliance Officer
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