Preference Share Agreement Template for Ireland

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Key Requirements PROMPT example:

Preference Share Agreement

"Need a Preference Share Agreement for a Series B investment round in our Irish tech startup, with 8% cumulative dividend rights and anti-dilution protection, to be completed by March 2025."

Document background
The Preference Share Agreement is a vital legal document used when an Irish company wishes to issue shares with preferential rights to investors. This agreement is particularly relevant in funding rounds where investors seek certain privileges or protections beyond those offered to ordinary shareholders. The document, governed by Irish law and compliant with the Companies Act 2014, outlines crucial terms including dividend rights, voting rights, capital rights, and various protective provisions. It's commonly used in growth-stage companies, restructuring scenarios, or when companies need to raise capital while maintaining existing control structures. The agreement typically includes detailed provisions on share rights, anti-dilution protection, information rights, and exit mechanisms, making it essential for both companies seeking investment and investors looking for structured returns with certain preferential rights.
Suggested Sections

1. Parties: Identification of the company issuing the preference shares and the investor(s)

2. Background: Context of the investment, company status, and purpose of issuing preference shares

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

4. Subscription Details: Number of shares, price per share, and total investment amount

5. Preference Share Rights: Core rights attached to the preference shares including dividend rights, voting rights, and capital rights

6. Dividend Provisions: Detailed terms of dividend payments, including rate, frequency, and conditions

7. Transfer Restrictions: Limitations and conditions on the transfer of preference shares

8. Anti-dilution Protection: Provisions protecting preference shareholders from dilution in future funding rounds

9. Information Rights: Rights of preference shareholders to receive company information and financial reports

10. Board Representation: Rights to appoint directors or observers to the board

11. Pre-emption Rights: Rights of first refusal on new share issuances

12. Tag-along and Drag-along Rights: Rights in case of sale or transfer of company shares

13. Warranties: Company warranties regarding its status, operations, and authority

14. Notices: Process for giving formal notices under the agreement

15. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Redemption Rights: Terms for redemption of preference shares - include if shares are redeemable

2. Conversion Rights: Terms for converting preference shares to ordinary shares - include if convertible

3. Liquidation Preference: Special rights on liquidation - include if investors require preferential return

4. Protective Provisions: Veto rights on specific corporate actions - include for stronger investor protection

5. Registration Rights: Rights related to registration of shares for public trading - include if IPO is contemplated

6. Management Rights: Special rights regarding company management - include for active investors

7. Most Favored Nation Clause: Protection against better terms being offered to future investors - include for early-stage investments

8. Exit Rights: Specific provisions regarding company sale or IPO - include if exit is specifically contemplated

Suggested Schedules

1. Schedule 1: Share Certificate: Form of share certificate for the preference shares

2. Schedule 2: Subscription Details: Detailed breakdown of share numbers, prices, and payment terms

3. Schedule 3: Company Details: Current company information including capital structure and subsidiaries

4. Schedule 4: Warranties: Detailed company warranties and representations

5. Schedule 5: Reserved Matters: List of actions requiring preference shareholder approval

6. Schedule 6: Deed of Adherence: Form of deed for new shareholders to join the agreement

7. Schedule 7: Financial Information: Latest financial statements and projections

8. Schedule 8: Board Composition: Current and proposed board structure

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
Relevant Industries

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Renewable Energy

Biotechnology

E-commerce

Professional Services

Infrastructure

Telecommunications

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Board of Directors

Executive Leadership

Corporate Secretariat

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Company Secretary

Board Director

Chief Legal Officer

Investment Analyst

Corporate Finance Manager

Venture Capital Partner

Private Equity Manager

Financial Controller

Legal Counsel

Investment Director

Corporate Development Manager

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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