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Private Equity Agreement
I need a Private Equity Agreement for a majority stake acquisition (85%) in a Danish technology company, including provisions for a management incentive plan covering 5% of shares, with completion targeted for March 2025.
1. Parties: Identification of all parties to the agreement including the PE firm, target company, selling shareholders, and any other relevant parties
2. Background: Context of the transaction, including brief description of the target company and investment rationale
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Investment Structure: Details of the investment including share classes, ownership percentages, and capital structure
5. Purchase Price and Payment Terms: Specification of consideration, payment mechanics, and any earn-out or adjustment provisions
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the investment
7. Completion Mechanics: Step-by-step process for closing the transaction
8. Warranties and Representations: Statements of fact and assurances from sellers and the target company
9. Corporate Governance: Board composition, voting rights, and management structure post-investment
10. Reserved Matters: Decisions requiring investor consent or special majority approval
11. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
12. Exit Provisions: Mechanisms for future sale or IPO, including drag-along and tag-along rights
13. Confidentiality: Protection of confidential information and trade secrets
14. Governing Law and Jurisdiction: Specification of Danish law application and dispute resolution mechanisms
1. Management Incentive Plan: Terms of management equity participation and incentive schemes, included when management will hold equity
2. Anti-dilution Protection: Provisions protecting investor stake from dilution, included in minority investment scenarios
3. Environmental, Social and Governance (ESG): ESG requirements and reporting obligations, included when investors have specific ESG policies
4. Intellectual Property Rights: Detailed IP provisions, included when IP is crucial to the target business
5. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included when sellers remain active in the industry
6. Earn-out Provisions: Detailed terms for additional payments based on performance, included when deal includes contingent consideration
7. Founder/Key Person Provisions: Special terms relating to key individuals, included when their continued involvement is crucial
1. Warranties: Detailed list of warranties given by sellers and company
2. Company Information: Details of target company including corporate structure, subsidiaries, and share capital
3. Properties: List of real estate and material leases
4. Intellectual Property: Schedule of IP rights owned or licensed by the company
5. Material Contracts: List of key commercial agreements
6. Employee Information: Details of key employees and employment terms
7. Completion Requirements: Detailed closing checklist and required deliverables
8. Form of Management Service Agreement: Template agreement for management services
9. Articles of Association: New articles of association to be adopted at completion
10. Shareholders' Agreement: Detailed governance and shareholder rights agreement
Authors
Technology
Manufacturing
Healthcare
Financial Services
Consumer Goods
Energy
Infrastructure
Business Services
Life Sciences
Clean Technology
Industrial Products
E-commerce
Software
Telecommunications
Legal
Finance
Investment
Corporate Development
Compliance
Risk Management
Due Diligence
Portfolio Management
Corporate Governance
Executive Leadership
Private Equity Partner
Investment Director
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Manager
Corporate Lawyer
Transaction Manager
Due Diligence Manager
Portfolio Manager
Compliance Officer
Risk Manager
Board Director
Managing Partner
Investment Associate
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