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Private Equity Investment Agreement
"I need a Private Equity Investment Agreement under Swiss law for a Series B investment of CHF 50 million into a biotech startup, with specific provisions for intellectual property protection and research continuation requirements, to be completed by March 2025."
1. Parties: Identification of the investing entity, target company, and any other relevant parties
2. Background: Context of the investment, current company status, and investment rationale
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, valuation, and share class specifications
5. Closing Conditions: Prerequisites that must be met before the investment can be completed
6. Representations and Warranties: Statements of fact by the company and existing shareholders about the business
7. Board Composition and Governance: Structure and operation of the board, voting rights, and reserved matters
8. Information and Inspection Rights: Investor's rights to receive information and inspect company records
9. Transfer Restrictions: Limitations on the transfer of shares and related procedures
10. Tag-Along and Drag-Along Rights: Rights of investors to join in or force sales of shares
11. Anti-Dilution Protection: Protections against dilution from future funding rounds
12. Confidentiality: Obligations regarding confidential information
13. Notices: Procedures for formal communications between parties
14. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
1. Employee Matters: Used when the investment includes specific requirements about employee management or ESOP
2. Intellectual Property Rights: Detailed IP provisions when investing in technology or IP-heavy companies
3. Environmental Compliance: Required for investments in industries with environmental impact
4. Regulatory Compliance: Specific compliance requirements for regulated industries
5. Put and Call Options: Optional exit mechanisms for specific situations
6. Non-Competition and Non-Solicitation: Restrictions on competitive activities, used when founders or key personnel are involved
7. Management Provisions: Specific provisions about management retention and incentives
8. Foreign Investment Provisions: Required when foreign investors are involved, addressing specific regulatory requirements
1. Schedule 1: Capital Structure: Detailed breakdown of company's share capital pre and post-investment
2. Schedule 2: Warranties: Comprehensive list of company warranties
3. Schedule 3: Reserved Matters: List of decisions requiring investor approval
4. Schedule 4: Closing Deliverables: List of documents and actions required at closing
5. Schedule 5: Management Accounts: Recent financial statements and management accounts
6. Schedule 6: Disclosure Letter: Exceptions and qualifications to the warranties
7. Appendix A: Articles of Association: New or amended articles reflecting investment terms
8. Appendix B: Shareholders' Agreement: Agreement governing relationship between shareholders post-investment
9. Appendix C: Board Resolutions: Required corporate approvals
10. Appendix D: Investment Calculation: Detailed calculation of investment terms, valuation, and share price
Authors
Technology
Healthcare
Manufacturing
Financial Services
Consumer Goods
Real Estate
Energy
Infrastructure
Telecommunications
Life Sciences
Industrial Technology
Business Services
E-commerce
Software
Biotechnology
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Board of Directors
Executive Leadership
Corporate Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Private Equity Partner
Corporate Lawyer
Investment Manager
Deal Principal
Transaction Advisory Manager
Legal Counsel
Investment Associate
Board Director
Company Secretary
Risk Manager
Compliance Officer
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