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Shareholder Investment Agreement Template for Netherlands

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Key Requirements PROMPT example:

Shareholder Investment Agreement

"I need a Shareholder Investment Agreement for a €5 million Series A investment into our Dutch tech startup, with specific provisions for anti-dilution protection and a board seat for the lead investor who will be investing by March 2025."

Document background
The Shareholder Investment Agreement is a crucial document used when a company is seeking to raise capital through the issue of shares to new investors while establishing clear terms for the relationship between all shareholders. This agreement, drafted under Dutch law, serves as the primary document governing the investment relationship, outlining detailed provisions for share subscription, shareholder rights and obligations, corporate governance, and exit mechanisms. It is particularly important in private equity and venture capital transactions in the Netherlands, where it must comply with Dutch corporate law requirements, including the Dutch Civil Code and Financial Supervision Act. The document typically includes comprehensive provisions for protecting both majority and minority shareholder interests, information rights, transfer restrictions, and specific Dutch law concepts such as works council requirements where applicable.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investor(s)

2. Background: Context of the investment, company status, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Terms: Details of the investment, including amount, share price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing of the investment

6. Warranties and Representations: Warranties given by the company and existing shareholders

7. Share Rights and Restrictions: Rights attached to shares and any restrictions on their transfer

8. Corporate Governance: Management structure, board composition, and decision-making processes

9. Reserved Matters: Decisions requiring special majority or investor consent

10. Information Rights: Investor's rights to receive financial and other company information

11. Exit Provisions: Procedures and rights relating to company sale, IPO, or other exit events

12. Confidentiality: Obligations regarding confidential information

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

14. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Anti-dilution Protection: Protection for investors against future share issues at lower valuations

2. Tag-along Rights: Right of minority shareholders to join in sale of shares by majority

3. Drag-along Rights: Right of majority to force minority to join in sale of company

4. Board Representation: Specific rights of investors to appoint board members

5. Dividend Policy: Specific arrangements regarding dividend distributions

6. Employee Share Scheme: Provisions for employee share ownership plans

7. Non-competition and Non-solicitation: Restrictions on competitive activities and employee solicitation

8. Intellectual Property Rights: Specific provisions regarding IP ownership and protection

9. Preferred Return: Priority returns for certain classes of shares

10. Dead-lock Resolution: Procedures for resolving shareholder or board deadlocks

Suggested Schedules

1. Schedule 1 - Share Capital Table: Current and post-investment share capital structure

2. Schedule 2 - Warranties: Detailed warranties given by the company and existing shareholders

3. Schedule 3 - Reserved Matters: Detailed list of decisions requiring special approval

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion

5. Schedule 5 - Business Plan: Company's business plan and financial projections

6. Schedule 6 - Articles of Association: New or amended articles of association

7. Schedule 7 - Board Regulations: Detailed procedures for board operations and meetings

8. Schedule 8 - Deed of Adherence: Form for new shareholders to join the agreement

9. Schedule 9 - Financial Control Guidelines: Procedures for financial reporting and control

10. Schedule 10 - Key Performance Indicators: Metrics for monitoring company performance

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 and Software

Life Sciences and Biotechnology

Renewable Energy

Real Estate

Manufacturing

E-commerce

Financial Services

Healthcare

Professional Services

Consumer Goods

Media and Entertainment

Telecommunications

Infrastructure

Agriculture and Food

Education Technology

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Corporate Secretariat

Strategy

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Private Equity Director

Venture Capital Partner

Company Secretary

Chief Legal Officer

Investment Director

Corporate Development Manager

Board Member

Managing Director

Finance Director

Compliance Officer

Business Development Director

Strategy 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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