Shareholder Investment Agreement Template for Austria

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Key Requirements PROMPT example:

Shareholder Investment Agreement

"I need a Shareholder Investment Agreement for an Austrian tech startup receiving a €2 million investment from a venture capital firm in March 2025, with specific provisions for founder vesting and anti-dilution protection."

Document background
The Shareholder Investment Agreement is a crucial document used when new investors are acquiring shares in an Austrian company, whether through primary investment (new shares) or secondary transactions (existing shares). It serves as the primary framework governing the relationship between shareholders, setting out their respective rights and obligations. This document is essential for both domestic and cross-border investments in Austrian companies, requiring careful consideration of local corporate law (particularly the GmbH-Gesetz and Aktiengesetz), EU regulations, and international investment practices. The agreement typically includes detailed provisions on corporate governance, share transfer restrictions, anti-dilution protections, and exit rights, while ensuring compliance with Austrian regulatory requirements and market standards. It's particularly important for startups, scale-ups, and established companies seeking growth capital, providing necessary protections for both investors and existing shareholders.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investors

2. Background: Context of the investment, including company history and purpose of the investment

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Investment Terms: Details of the investment amount, share class, and valuation

5. Completion Mechanics: Process and conditions for completing the investment, including conditions precedent

6. Warranties and Representations: Warranties given by the company and existing shareholders

7. Corporate Governance: Board structure, appointment rights, and decision-making processes

8. Shareholder Rights and Obligations: Voting rights, information rights, and obligations of shareholders

9. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

10. Anti-dilution and Future Funding: Protection against dilution and provisions for future funding rounds

11. Exit Provisions: Terms regarding company sale, IPO, or other exit events

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Term and Termination: Duration of the agreement and termination circumstances

14. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices

Optional Sections

1. Employee Share Scheme: Include when the company has or plans to implement an employee share ownership program

2. Intellectual Property Rights: Include when IP is a significant asset or there are specific IP arrangements

3. Non-Competition and Non-Solicitation: Include when restrictions on competitive activities are required

4. Tag-Along and Drag-Along Rights: Include for larger investments or when early exit possibilities are important

5. Founder Commitments: Include when founders are required to make specific commitments to the company

6. Strategic Investor Rights: Include when strategic investors require specific commercial rights or arrangements

7. Compliance with Foreign Investment Laws: Include when foreign investors are involved and subject to specific regulations

Suggested Schedules

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

2. Schedule 2: Company Details: Detailed information about the company, including registration details and key contracts

3. Schedule 3: Warranties: Detailed warranties given by the company and warrantors

4. Schedule 4: Reserved Matters: List of decisions requiring special majority or investor consent

5. Schedule 5: Completion Requirements: Detailed list of documents and actions required for completion

6. Schedule 6: Articles of Association: New or amended articles of association to be adopted

7. Schedule 7: Business Plan: Company's business plan and financial projections

8. Appendix A: Board Regulations: Detailed procedures for board operations and decision-making

9. Appendix B: Share Transfer Procedures: Detailed procedures for implementing share transfers and rights of first refusal

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
Relevant Industries

Technology and Software

Biotechnology

Healthcare

Manufacturing

Renewable Energy

Financial Services

E-commerce

Real Estate

Industrial Technology

Consumer Goods

Professional Services

Media and Entertainment

Telecommunications

Clean Technology

Digital Infrastructure

Relevant Teams

Legal

Corporate Finance

Investment

Corporate Development

Compliance

Executive Management

Board of Directors

Corporate Governance

Treasury

Risk Management

Strategic Planning

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Investment Manager

Company Secretary

Managing Director

Board Member

Venture Capital Partner

Private Equity Manager

Corporate Development Director

General Counsel

Investment Analyst

Compliance Officer

Financial Controller

Business Development Director

Portfolio Manager

Industries
Austrian Commercial Code (Unternehmensgesetzbuch - UGB): Primary legislation governing commercial relationships and business organizations in Austria, including basic provisions for companies and commercial transactions
Limited Liability Companies Act (GmbH-Gesetz): Specific regulations for GmbH (limited liability companies), including provisions on share transfers, shareholder rights, and corporate governance
Stock Corporation Act (Aktiengesetz - AktG): Regulations for stock corporations (AG), covering shareholder rights, corporate governance, and capital requirements
Austrian Civil Code (ABGB): General contract law principles and basic civil law provisions that apply to all contracts, including investment agreements
Capital Market Act (Kapitalmarktgesetz - KMG): Regulations concerning capital market activities, public offerings, and investor protection
Investment Control Act (Investitionskontrollgesetz - InvKG): Regulations concerning foreign direct investments and screening procedures for certain investments in Austrian companies
EU Shareholders' Rights Directive II (as implemented in Austrian law): Provisions for shareholder rights, particularly regarding transparency and engagement in listed companies
Austrian Takeover Act (Übernahmegesetz - ÜbG): Regulations concerning corporate takeovers and mandatory offerings, relevant for substantial share acquisitions
Austrian Data Protection Act (Datenschutzgesetz - DSG): Privacy and data protection requirements that may affect information sharing and reporting obligations under the investment agreement
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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