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Investment Deed
"I need an Investment Deed for a Series A investment round where a venture capital firm is investing €5 million in our Irish technology startup, with specific provisions for anti-dilution protection and an employee share option pool to be established by March 2025."
1. Parties: Details of the investor(s), investee company, and any other relevant parties
2. Background: Context of the investment, company status, and purpose of the deed
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Investment Amount and Structure: Details of the investment amount, payment terms, and investment structure
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
6. Completion Mechanics: Steps for completing the investment, including timing and documentation requirements
7. Warranties and Representations: Standard warranties from the company and founders
8. Investor Rights: Key rights granted to investors including board representation, veto rights, and information rights
9. Transfer Restrictions: Limitations on share transfers and pre-emption rights
10. Drag and Tag Rights: Co-sale provisions and majority sale rights
11. Confidentiality: Confidentiality obligations of all parties
12. Notices: Process for serving formal notices under the deed
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Anti-dilution Protection: Protection for investors against future down rounds, included when specifically negotiated
2. Founder Commitments: Specific obligations of founders, included when founders are party to the deed
3. Exit Provisions: Specific provisions regarding future exit scenarios, included for larger investments
4. Enterprise Investment Scheme Provisions: Special provisions if the investment qualifies for EIS relief
5. Preference Rights: Liquidation preference and dividend rights, included for preference share investments
6. Employee Share Option Pool: Provisions regarding ESOP, included when establishing or maintaining an option pool
7. Additional Funding Rounds: Pre-emptive rights and provisions for future funding rounds, included for early-stage investments
1. Schedule 1 - Company Details: Details of the company including capital structure and subsidiaries
2. Schedule 2 - Warranties: Detailed warranties given by the company and warrantors
3. Schedule 3 - Completion Requirements: Detailed list of completion deliverables and requirements
4. Schedule 4 - Reserved Matters: List of matters requiring investor consent
5. Schedule 5 - New Articles: Form of new articles of association to be adopted
6. Appendix A - Deed of Adherence: Form of deed for new shareholders to accede to the investment deed
7. Appendix B - Management Accounts: Latest management accounts of the company
8. Appendix C - Business Plan: Company's business plan and financial projections
Authors
Technology
Financial Services
Healthcare
Real Estate
Manufacturing
Renewable Energy
E-commerce
Biotechnology
Software Development
Professional Services
Media and Entertainment
Retail
Agriculture
Construction
Education Technology
Legal
Finance
Corporate Development
Compliance
Risk Management
Board of Directors
Executive Leadership
Investment
Corporate Governance
Administrative
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Company Secretary
Finance Director
Compliance Officer
Board Director
Managing Director
Investment Analyst
Legal Counsel
Corporate Development Manager
Risk Manager
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