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Shareholder Investment Agreement Template for New Zealand

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Key Requirements PROMPT example:

Shareholder Investment Agreement

"I need a Shareholder Investment Agreement for a Series A investment round where a venture capital firm is investing NZD 5 million for a 25% stake in our technology startup, with specific provisions for board representation and anti-dilution protection."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























































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Relevant Industries

Technology and Software

Financial Services

Healthcare and Biotech

Manufacturing

Real Estate

Retail and E-commerce

Agriculture and Food

Energy and Utilities

Professional Services

Media and Entertainment

Education

Construction and Infrastructure

Mining and Resources

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Investment

Compliance

Company Secretariat

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Investment Manager

Corporate Lawyer

Investment Director

Board Director

Managing Director

Financial Controller

Compliance Officer

Investment Analyst

Corporate Development Manager

Venture Capital Partner

Private Equity Manager

General Counsel

Company Director

Fund Manager

Industries








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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