Private Equity Investment Agreement Template for Australia

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Key Requirements PROMPT example:

Private Equity Investment Agreement

"I need a Private Equity Investment Agreement for a Series B investment of AUD 15 million into a tech startup, with the investment to be completed by March 2025, including specific provisions for an employee share scheme and anti-dilution protection for the incoming investor."

Document background
The Private Equity Investment Agreement is a crucial document used when a private equity investor seeks to make a significant equity investment in a target company in Australia. It serves as the primary transaction document that governs the relationship between the investor and the company, establishing clear rights, obligations, and protections for all parties involved. The agreement must comply with Australian corporate law, particularly the Corporations Act 2001, and may require consideration of foreign investment regulations (FIRB) for international investors. It typically includes detailed provisions on investment terms, governance rights, warranties, financial reporting requirements, exit mechanisms, and various protective provisions for investors. This document is essential for both institutional and individual investors making substantial equity investments in private companies, and it forms the foundation for the ongoing relationship between investors and the target company.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, investors, and any guarantors

2. Background: Context of the transaction, including company overview and investment purpose

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

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

5. Conditions Precedent: Conditions that must be satisfied before completion of the investment

6. Completion: Mechanics and timing of the investment completion, including actions required by each party

7. Warranties and Representations: Statements of fact and assurances from the company and key shareholders

8. Investor Rights: Special rights granted to investors including board representation and veto rights

9. Information and Reporting Rights: Requirements for financial and operational reporting to investors

10. Reserved Matters: Decisions requiring investor approval

11. Transfer Restrictions: Limitations on share transfers and change of control

12. Exit Provisions: Terms governing exits including drag-along and tag-along rights

13. Confidentiality: Obligations regarding confidential information

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

Optional Sections

1. Anti-Dilution Protection: Protection against value dilution in future rounds, included when negotiated by investors

2. Employee Share Scheme: Terms for employee share options, included if an ESOP is part of the transaction

3. Performance Rights: Conditions for additional shares based on performance targets, included if part of deal structure

4. Founder Commitments: Specific obligations of founders including non-compete and continued involvement, included when founders are key to business

5. Strategic Cooperation: Terms for business cooperation between investor and company, included for strategic investors

6. Foreign Investment Conditions: Additional terms for FIRB approval and compliance, included for foreign investors

7. Multiple Closing Provisions: Terms for staged investments, included for tranched investments

Suggested Schedules

1. Capital Structure: Details of share capital pre and post-investment

2. Warranties: Detailed company and founder warranties

3. Company Constitution: New or amended constitution reflecting investment terms

4. Business Plan: Agreed business plan and use of funds

5. Key Performance Indicators: Specific metrics for monitoring company performance

6. Reserved Matters List: Detailed list of matters requiring investor approval

7. Management Agreements: Key employment or service agreements

8. IP Register: Schedule of company intellectual property

9. Completion Checklist: List of documents and actions required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Infrastructure

Renewable Energy

Mining and Resources

Agriculture

Professional Services

Education

Retail

Media and Entertainment

Biotechnology

Relevant Teams

Legal

Finance

Investment

Corporate Development

Compliance

Executive Leadership

Board of Directors

Due Diligence

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Director

Managing Partner

Corporate Lawyer

Investment Manager

Deal Principal

Portfolio Manager

General Counsel

Company Secretary

Finance Director

Investment Analyst

Due Diligence Manager

Transaction Manager

Compliance Officer

Board 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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