The Shareholder Investment Agreement is a vital document used when a company is seeking to raise capital through the issue of shares to new investors while protecting the interests of all parties involved. This agreement is particularly crucial in the New Zealand business environment, where it must comply with specific regulatory requirements including the Companies Act 1993 and Financial Markets Conduct Act 2013. The document typically comes into play during funding rounds, whether for startup capital, growth funding, or strategic investment. It covers essential aspects such as investment terms, shareholder rights, governance structures, share transfer restrictions, and exit mechanisms. The agreement serves as the principal document governing the relationship between the company, its existing shareholders, and new investors, establishing clear rights, obligations, and protections for all parties involved.
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1. Parties: Identifies and defines all parties to the agreement, including the company, existing shareholders, and new investors
2. Background: Sets out the context of the investment, including company status and purpose of the investment
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Investment Terms: Details the investment amount, share class, price per share, and payment terms
5. Completion: Specifies the conditions precedent, completion mechanics, and timing of the investment
6. Warranties and Representations: Contains warranties given by the company and existing shareholders to the investor
7. Board Composition: Outlines the structure of the board and any investor director appointment rights
8. Shareholder Rights and Obligations: Details voting rights, reserved matters, and general obligations of shareholders
9. Share Transfer Restrictions: Sets out restrictions on transfer of shares and pre-emptive rights
10. Tag-Along and Drag-Along Rights: Establishes co-sale rights and majority sale mechanisms
11. Dividend Policy: States the agreed approach to dividends and distributions
12. Confidentiality: Defines confidential information and obligations regarding its use and disclosure
13. Dispute Resolution: Establishes procedures for resolving disputes between parties
14. General Provisions: Contains standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protects investors from dilution in future funding rounds - include when requested by sophisticated investors
2. Founder Commitments: Specifies obligations of founders including non-compete and time commitment - include when founders remain operational
3. Information Rights: Details specific reporting requirements beyond statutory obligations - include for significant investors
4. Exit Strategy: Defines agreed exit mechanisms and timelines - include when there's a specific exit plan
5. Intellectual Property Protection: Additional IP warranties and protection - include for technology companies
6. Employee Share Scheme: Framework for employee share ownership - include if company plans to implement ESOP
7. Environmental, Social and Governance (ESG): ESG commitments and reporting - include for impact investors or when specifically required
1. Schedule 1: Company Details: Contains key company information including share capital structure and existing shareholders
2. Schedule 2: Warranties: Detailed list of warranties given by the company and existing shareholders
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or investor consent
4. Schedule 4: Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5: Business Plan: Current business plan and financial projections
6. Schedule 6: Key Terms Sheet: Summary of key commercial terms agreed between parties
7. Appendix A: Share Capital Table: Detailed cap table showing shareholding pre and post-investment
8. Appendix B: Board Charter: Document outlining board procedures and governance principles
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