Private Equity Agreement Template for Switzerland

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Key Requirements PROMPT example:

Private Equity Agreement

"I need a Private Equity Agreement for a Swiss-regulated technology sector fund launching in March 2025, with ESG investment criteria and a target size of CHF 500 million, including provisions for co-investment rights for key limited partners."

Document background
The Private Equity Agreement serves as the foundational document for establishing and operating a private equity fund under Swiss law. It is typically used when setting up a new investment vehicle that will raise capital from multiple investors for the purpose of making private equity investments. The agreement comprehensively addresses all aspects of the fund's operation, including capital commitments, investment strategy, governance structure, economic arrangements, and regulatory compliance. Under Swiss jurisdiction, particular attention must be paid to compliance with the Collective Investment Schemes Act (CISA), Financial Services Act (FinSA), and Financial Institutions Act (FinIA). The document needs to balance the interests of investors (Limited Partners) and fund managers (General Partner) while ensuring adherence to Swiss regulatory requirements and market standards for private equity investments.
Suggested Sections

1. Parties: Identification of all contracting parties, including the investment vehicle, investors, managers, and any other relevant entities

2. Background: Context of the agreement, including the purpose of the investment vehicle and investment strategy

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Investment Terms: Core investment parameters including commitment amounts, investment period, and investment restrictions

5. Capital Contributions: Procedures and terms for capital calls, timing of contributions, and consequences of default

6. Distribution Policy: Waterfall provisions, distribution priorities, and reinvestment provisions

7. Management Structure: Roles and responsibilities of the general partner/manager, investment committee, and key persons

8. Fees and Expenses: Management fees, carried interest, and allocation of fund expenses

9. Transfer Restrictions: Limitations on transfer of interests and required approvals

10. Governance Rights: Voting rights, investor consent requirements, and advisory committee provisions

11. Reporting and Information Rights: Financial reporting obligations, information rights, and audit provisions

12. Term and Termination: Duration of the agreement, extension provisions, and termination events

13. Confidentiality: Confidentiality obligations and permitted disclosures

14. Representations and Warranties: Standard representations and warranties from all parties

15. Liability and Indemnification: Limitation of liability provisions and indemnification obligations

16. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Co-Investment Rights: Terms for co-investment opportunities, used when direct co-investment alongside the fund is contemplated

2. Key Person Provisions: Detailed provisions regarding key personnel, used when specific individuals are crucial to the investment strategy

3. Strategic Investor Rights: Special rights for strategic investors, used when certain investors receive preferential terms

4. ESG Provisions: Environmental, social, and governance requirements, used when ESG considerations are material to the investment strategy

5. FATCA Compliance: US tax reporting compliance provisions, used when US investors are involved

6. Currency Hedging: Provisions for currency risk management, used when investments involve multiple currencies

7. Successor Fund Provisions: Restrictions on launching successor funds, used when exclusivity is important to investors

8. Alternative Investment Structures: Provisions for parallel funds or alternative vehicles, used in complex fund structures

Suggested Schedules

1. Schedule 1: Subscription Agreement: Form of subscription agreement for investors

2. Schedule 2: Investment Guidelines: Detailed investment strategy, restrictions, and guidelines

3. Schedule 3: Management Fee Calculations: Detailed provisions for calculation and payment of management fees

4. Schedule 4: Distribution Waterfall: Detailed calculations and examples of the distribution waterfall

5. Schedule 5: Carried Interest Calculations: Methodology for calculating and distributing carried interest

6. Schedule 6: Reporting Requirements: Templates and requirements for periodic reports

7. Schedule 7: FATCA/CRS Forms: Required tax and regulatory forms

8. Schedule 8: Contact Details: Contact information for all parties and authorized representatives

9. Appendix A: Form of Capital Call Notice: Template for capital call notices

10. Appendix B: Form of Transfer Agreement: Template for transfer of investor interests

11. Appendix C: Conflicts Policy: Detailed conflicts of interest policy

12. Appendix D: Valuation Policy: Methodology for valuation of investments

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
Acquisition Cost
Additional Capital Contribution
Advisers Act
Affiliated Fund
Advisory Board
Advisory Committee
Aggregate Capital Commitments
Alternative Investment Vehicle
AMLA
Annual Budget
Auditor
Bridge Investment
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-Up Period
CISA
Clawback Amount
Closing Date
Co-Investment Opportunity
Commitment Period
Confidential Information
Control
Default
Defaulting Limited Partner
Distribution
Drawdown Notice
ERISA
ESG Requirements
Escrow Account
Excess Management Fee
Excluded Investor
Exit
FATCA
Final Closing Date
Financial Year
FINMA
First Closing Date
Follow-On Investment
General Partner
GP Commitment
GP Removal Event
Gross Asset Value
Hurdle Rate
Indemnified Party
Initial Closing Date
Investment
Investment Advisor
Investment Committee
Investment Company Act
Investment Guidelines
Investment Manager
Investment Period
Investment Professional
Investor
Key Person
Key Person Event
Limited Partner
Management Agreement
Management Fee
Management Fee Rate
Manager
Net Asset Value
Non-Defaulting Limited Partner
Operating Expenses
Parallel Fund
Partnership
Partnership Agreement
Partnership Interest
Portfolio Company
Preferred Return
Principal
Private Equity Investment
Proceeds
Professional Investor
Qualifying Investment
Realized Investment
Regulatory Authority
Related Party Transaction
Removal Cause
Reserved Matters
Securities Act
Side Letter
Special Limited Partner
Subscription Agreement
Subsequent Closing
Swiss Code of Obligations
Term
Transfer
Unrealized Investment
Valuation Policy
Warehoused Investment
Winding-Up
Clauses
Relevant Industries

Financial Services

Private Equity

Investment Management

Banking

Professional Services

Technology

Healthcare

Manufacturing

Real Estate

Infrastructure

Consumer Goods

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Investment

Risk Management

Finance

Operations

Fund Administration

Corporate Development

Due Diligence

Portfolio Management

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Investment Director

Fund Manager

Private Equity Partner

Investment Committee Member

Compliance Officer

Risk Manager

Portfolio Manager

Legal Counsel

Investment Analyst

Fund Administrator

Managing Partner

Senior Associate

Director of Operations

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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