Shareholder Investment Agreement Template for Australia

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Key Requirements PROMPT example:

Shareholder Investment Agreement

"I need a Shareholder Investment Agreement for a Series A investment round where a venture capital firm is investing AUD 5 million for a 25% stake in our technology startup, with specific provisions for board representation and anti-dilution protection."

Document background
The Shareholder Investment Agreement is a crucial document used when a company is seeking new investment or restructuring its ownership. It's particularly relevant in the Australian business context where companies must comply with the Corporations Act 2001 and various state-based regulations. This agreement type is essential for both startups seeking initial investment and established companies bringing in new shareholders. The document typically covers share subscription terms, shareholder rights and obligations, corporate governance arrangements, and exit provisions. It's designed to protect all parties' interests while ensuring compliance with Australian corporate law requirements, ASIC regulations, and relevant state legislation. The agreement is particularly important for establishing clear frameworks for decision-making, share transfers, and dispute resolution, while also addressing specific Australian regulatory requirements such as foreign investment restrictions and corporate governance standards.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors

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

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

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

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

6. Warranties and Representations: Company and seller warranties, investor warranties, and enforcement provisions

7. Shareholder Rights: Voting rights, dividend rights, and other shareholder entitlements

8. Corporate Governance: Board composition, appointment rights, meeting procedures, and reserved matters

9. Share Transfer Restrictions: Limitations on share transfers, pre-emptive rights, and tag-along/drag-along rights

10. Confidentiality: Protection of confidential information and trade secrets

11. Dispute Resolution: Process for resolving disputes between parties

12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

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

2. Management Provisions: Specific provisions regarding management appointments and responsibilities

3. Founder Commitments: Specific obligations and restrictions on founders including non-compete and vesting provisions

4. Exit Provisions: Specific arrangements for IPO or trade sale scenarios

5. Information Rights: Special information access rights for major investors

6. Strategic Investor Rights: Special rights for strategic investors such as first right of refusal on commercial arrangements

7. Employee Share Scheme: Provisions for existing or future employee share schemes

8. Intellectual Property: Specific IP protection and assignment provisions where IP is crucial to the business

Suggested Schedules

1. Capital Structure: Detailed breakdown of shareholding pre and post-investment

2. Company Disclosure Schedule: Disclosures against warranties and known issues

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

4. Form of Deed of Accession: Template for new shareholders joining the agreement

5. Business Plan: Current business plan and financial projections

6. Key Terms of Employment: Summary of key employee agreements

7. Corporate Structure: Group structure diagram and subsidiaries

8. 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

Financial Services

Manufacturing

Retail

Professional Services

Real Estate

Energy

Mining

Agriculture

Media and Entertainment

Biotechnology

E-commerce

Infrastructure

Education

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Compliance

Company Secretariat

Investment

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Company Secretary

Board Director

Managing Director

Chief Legal Officer

Investment Analyst

Corporate Development Manager

Finance Director

Compliance Officer

Business Development Director

Venture Capital Partner

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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