Designated Investment Agreement Template for Netherlands

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Key Requirements PROMPT example:

Designated Investment Agreement

"I need a Designated Investment Agreement under Dutch law for a €50 million investment in a renewable energy company, with specific provisions for environmental compliance and quarterly sustainability reporting requirements, to be completed by March 2025."

Document background
The Designated Investment Agreement serves as the primary legal framework for structured investments in the Netherlands, particularly for significant capital deployments in target companies or projects. This agreement is essential when investors seek to establish clear rights, protections, and governance structures while complying with Dutch legal requirements and financial regulations. It is commonly used for private equity investments, venture capital funding, and strategic corporate investments where detailed terms need to be documented. The agreement typically includes comprehensive provisions covering investment terms, shareholder rights, board representation, exit mechanisms, and regulatory compliance. Under Dutch law, this agreement must align with the Dutch Civil Code, Financial Supervision Act, and relevant EU directives, making it a crucial document for both domestic and international investment transactions in the Netherlands.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including the investor(s) and the investment target

2. Background: Context of the investment, including brief description of the business and investment purpose

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

4. Investment Terms: Core terms of the investment, including amount, form, and timing of the investment

5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective

6. Completion Mechanics: Detailed process for completing the investment, including actions required at closing

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Investor Rights: Rights granted to the investor, including information rights and governance participation

9. Company Covenants: Ongoing obligations of the company, including reporting requirements and business conduct

10. Transfer Restrictions: Limitations on the transfer of shares or other investment instruments

11. Exit Provisions: Mechanisms for investor exit, including drag-along and tag-along rights

12. Confidentiality: Obligations regarding confidential information and publicity

13. Term and Termination: Duration of the agreement and circumstances allowing early termination

14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction for dispute resolution

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Anti-dilution Protection: Protection for investors against future dilution of their shareholding, used when there's significant risk of future capital raises

2. Preferred Rights: Special rights attached to preferred shares, relevant when the investment involves preferred stock

3. Board Appointment Rights: Rights to appoint board members, used when investor requires direct board representation

4. Veto Rights: Specific matters requiring investor approval, relevant for significant minority investments

5. Employee Matters: Provisions regarding key employees and management, important when investment success depends on key personnel

6. Intellectual Property Protection: Special provisions for IP-heavy businesses, crucial for technology or innovation-focused investments

7. Competition and Non-Solicitation: Restrictions on competitive activities, relevant when investors have competing interests

8. Environmental and Social Governance: ESG requirements, important for investments with sustainability focus or requirements

Suggested Schedules

1. Schedule 1 - Company Information: Detailed corporate information including shareholding structure and subsidiaries

2. Schedule 2 - Investment Details: Specific details of the investment including valuation and payment terms

3. Schedule 3 - Warranties: Detailed warranties given by the company and existing shareholders

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

5. Schedule 5 - Reserved Matters: List of decisions requiring investor approval

6. Schedule 6 - Management Accounts: Latest financial statements and management accounts

7. Schedule 7 - Intellectual Property: List of company's IP rights and registrations

8. Appendix A - Share Certificate Form: Form of share certificates to be issued

9. Appendix B - Board Resolution Template: Template for required board resolutions

10. Appendix C - Deed of Adherence: Template for future shareholders to adhere to the agreement

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

Financial Services

Technology

Real Estate

Infrastructure

Healthcare

Energy

Manufacturing

Telecommunications

Green Technology

Life Sciences

Agriculture

Transportation

Consumer Goods

Professional Services

Education Technology

Relevant Teams

Legal

Finance

Compliance

Investment

Corporate Development

Risk Management

Treasury

Board of Directors

Executive Management

Due Diligence

Corporate Governance

Regulatory Affairs

Relevant Roles

Chief Financial Officer

General Counsel

Investment Director

Corporate Lawyer

Financial Controller

Compliance Officer

Investment Manager

Managing Director

Board Member

Private Equity Partner

Venture Capital Partner

Risk Manager

Corporate Secretary

Investment Analyst

Due Diligence Specialist

Portfolio Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek): The fundamental law governing contracts in the Netherlands, particularly Book 6 on general contract law and Book 7 on specific contracts. This provides the basic framework for contract formation, validity, and enforcement.
Financial Supervision Act (Wet op het financieel toezicht - Wft): The main financial regulatory framework in the Netherlands that governs financial institutions, investment firms, and investment services. It implements various EU directives and provides rules for investment activities.
Dutch Investment Institution Supervision Act (Wet toezicht beleggingsinstellingen): Specific regulations governing investment institutions and their operations in the Netherlands, including requirements for licenses, supervision, and reporting.
Market Abuse Regulation (EU) No 596/2014: EU regulation directly applicable in the Netherlands, governing market manipulation and insider trading, which is relevant for investment agreements involving listed companies or financial instruments.
Dutch Corporate Law (Book 2 of the Dutch Civil Code): Regulations governing corporate entities in the Netherlands, including provisions on company structure, shares, and corporate governance that may affect investment arrangements.
Dutch Money Laundering and Terrorist Financing Prevention Act (Wwft): Anti-money laundering regulations that must be considered in investment agreements, particularly regarding due diligence requirements and transaction monitoring.
Alternative Investment Fund Managers Directive (AIFMD): EU directive implemented in Dutch law, relevant if the investment agreement involves alternative investment funds or their managers.
Dutch Competition Act (Mededingingswet): Relevant for ensuring the investment agreement complies with competition law, particularly if the investment could affect market concentration.
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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