The Investment And Shareholders Agreement is a crucial document used when new investors are joining a Nigerian company or when existing shareholders are reorganizing their relationship. It serves dual purposes: documenting the terms of the investment and establishing the ongoing relationship between shareholders. This agreement is particularly important in the Nigerian business context, where it must comply with local corporate law while meeting international investment standards. It typically includes detailed provisions on share subscription, payment terms, warranties, board composition, shareholder rights, transfer restrictions, and exit mechanisms. The document is essential for both domestic and foreign investments in Nigerian companies, providing clarity and protection for all parties while ensuring compliance with Nigerian regulatory requirements, including those under CAMA 2020 and various investment protection laws.
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1. Parties: Identification of all parties including the company, existing shareholders, and new investors
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Investment Terms: Details of investment amount, share class, valuation, and payment terms
5. Completion Mechanics: Steps for completing the investment, conditions precedent, and timing
6. Warranties and Representations: Standard warranties from the company, existing shareholders, and investors
7. Board Composition and Governance: Board structure, appointment rights, and corporate governance provisions
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders
9. Reserved Matters: Decisions requiring special majority or investor consent
10. Share Transfer Restrictions: Limitations on transfer of shares and process for permitted transfers
11. Pre-emption Rights: Rights of first refusal on new share issues and share transfers
12. Tag and Drag Rights: Co-sale rights and forced sale provisions
13. Information and Reporting Rights: Financial and operational information to be provided to shareholders
14. Confidentiality: Protection of company and shareholder confidential information
15. Term and Termination: Duration of the agreement and termination provisions
16. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
1. Anti-dilution Protection: Include when investors require protection against future down rounds
2. Founder Commitments: Include when founders are key to the business and need specific obligations
3. Strategic Rights: Include for strategic investors requiring specific commercial rights
4. Employee Share Scheme: Include if company plans to implement employee share options
5. Environmental and Social Requirements: Include for investments with specific ESG requirements
6. Local Content Requirements: Include when Nigerian local content laws apply to the business
7. Technology Transfer Provisions: Include for investments involving significant IP or technology
8. Multiple Closing Provisions: Include when investment will occur in multiple tranches
9. Put Option Rights: Include when investors require exit guarantees
10. Non-Compete and Non-Solicit: Include when restrictive covenants are required for founders/key shareholders
1. Capital Structure: Details of share capital, shareholders, and shareholding percentages
2. Completion Requirements: List of documents and actions required for completion
3. Company Warranties: Detailed warranties about the company's business and affairs
4. Board Regulations: Detailed procedures for board meetings and decisions
5. Business Plan: Initial business plan and key milestones
6. Reserved Matters List: Detailed list of matters requiring special approval
7. Form of Deed of Adherence: Template for new shareholders joining the agreement
8. Accounting and Reporting Requirements: Specific requirements for financial reporting
9. Key Management Contracts: Terms of employment for key executives
10. Share Transfer Procedures: Detailed procedures for implementing share transfers
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