Shareholder Investment Agreement Template for United States

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Key Requirements PROMPT example:

Shareholder Investment Agreement

"I need a Shareholder Investment Agreement for my Series A funding round where a venture capital firm is investing $5 million for a 20% stake in my tech startup, with specific provisions for board representation and anti-dilution protection."

Document background
The Shareholder Investment Agreement is a crucial document in U.S. corporate law that formalizes the relationship between investors and companies. It's typically used when new investors are joining a company or existing shareholders are increasing their investment. The agreement covers essential aspects such as investment amount, share price, voting rights, and exit provisions. This document must comply with both federal securities laws and state-specific regulations. The agreement protects both the company's and investors' interests by clearly defining rights, responsibilities, and remedies in case of disputes.
Suggested Sections

1. Parties: Identification of all shareholders, investors, and the company

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Investment Terms: Details of investment amount, share class, price per share

5. Representations and Warranties: Statements of fact by both company and investors

6. Transfer Restrictions: Limitations on share transfers and rights of first refusal

7. Voting Rights: Shareholder voting rights and procedures

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares

2. Drag-Along Rights: Ability to force minority shareholders to join in sale

3. Anti-Dilution Provisions: Protection against share value dilution

4. Board Representation: Investor rights to board seats

Suggested Schedules

1. Cap Table: Current shareholding structure pre and post-investment

2. Company Financial Statements: Recent financial statements and projections

3. Share Certificate: Form of share certificate to be issued

4. Disclosure Schedule: Exceptions to representations and warranties

5. Corporate Documents: Certificate of incorporation, bylaws, board resolutions

6. Shareholders' Rights: Detailed description of specific shareholder rights

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
Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Regulation D (Rules 504, 506(b), and 506(c)), Regulation A, and JOBS Act provisions

Blue Sky Laws: State-specific securities laws governing registration requirements, disclosure obligations, and exemptions that vary by jurisdiction

Corporate Law: State-specific corporation laws including Delaware General Corporation Law and other state incorporation statutes governing corporate structure and operations

Tax Laws: Internal Revenue Code, state tax regulations, and securities taxation provisions affecting investment structures and returns

Investment Company Act of 1940: Federal legislation regulating investment companies and their activities, which may apply depending on investment structure

Dodd-Frank Act: Wall Street Reform and Consumer Protection Act providing regulatory framework for financial markets and investor protection

Sarbanes-Oxley Act: Legislation governing corporate transparency and accountability, particularly relevant for publicly traded companies

Corporate Governance Requirements: Stock exchange rules, board composition requirements, and disclosure obligations governing corporate behavior and structure

Employment Laws: ERISA regulations and state employment laws particularly relevant when dealing with employee stock ownership aspects

Anti-fraud Provisions: Rule 10b-5 and state anti-fraud provisions designed to protect investors from fraudulent practices and misrepresentation

SEC Filing Requirements: Federal requirements for filing various forms and disclosures with the Securities and Exchange Commission

Foreign Investment Regulations: CFIUS and other regulations governing foreign investment in U.S. companies, including national security considerations

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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