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Private Equity Investment Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Private Equity Investment Agreement is a crucial document used when a private equity firm or investor seeks to acquire a significant equity stake in a target company under Swiss jurisdiction. It serves as the primary transaction document that governs the relationship between the investor and the target company, detailing everything from investment mechanics to governance rights. This agreement is particularly important in the Swiss context, where it must comply with specific requirements under the Swiss Code of Obligations and financial market regulations. The document typically works in conjunction with shareholders' agreements and articles of association, forming a comprehensive framework for the investment relationship. It's used in various scenarios, from growth capital investments to buyouts, and must account for Swiss-specific corporate governance requirements, regulatory compliance, and market practices.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


























































Clauses






































Relevant Industries

Technology

Healthcare

Manufacturing

Financial Services

Consumer Goods

Real Estate

Energy

Infrastructure

Telecommunications

Life Sciences

Industrial Technology

Business Services

E-commerce

Software

Biotechnology

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Board of Directors

Executive Leadership

Corporate Secretariat

Due Diligence

Relevant Roles

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

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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