Co-Investment Agreements are essential legal instruments in the Australian investment landscape, used when multiple investors wish to pool their resources to invest in a specific opportunity. These agreements are particularly common in private equity, venture capital, and real estate sectors, where significant capital requirements necessitate collaborative investment approaches. The Co-Investment Agreement establishes the framework for the investment relationship, including capital commitments, governance rights, profit-sharing mechanisms, and exit strategies. It must comply with Australian regulatory requirements, including the Corporations Act 2001 (Cth), ASIC regulations, and where applicable, foreign investment rules. The document is crucial for protecting investors' interests while ensuring clear operational guidelines for the investment vehicle.
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1. Parties: Identifies all parties to the agreement including the lead investor, co-investors, and investment vehicle if applicable
2. Background: Sets out the context of the agreement, including the purpose of the co-investment arrangement and basic structure
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Investment Structure: Details the investment vehicle, capital contributions, and ownership structure
5. Investment Terms: Specifies investment amounts, timing, and conditions precedent to investment
6. Governance: Establishes management rights, voting mechanisms, and decision-making processes
7. Reserved Matters: Lists decisions requiring special approval or unanimous consent
8. Information Rights: Details reporting obligations and access to information
9. Transfer Restrictions: Sets out limitations on transfer of interests and pre-emptive rights
10. Exit Provisions: Describes exit mechanisms, including tag-along and drag-along rights
11. Distributions: Specifies how returns and distributions will be allocated among investors
12. Confidentiality: Sets out confidentiality obligations and permitted disclosures
13. Representations and Warranties: Contains standard representations and warranties from all parties
14. Term and Termination: Specifies duration and circumstances for termination
15. General Provisions: Includes boilerplate clauses such as notices, governing law, and dispute resolution
1. Co-Investment Committee: Establishes a committee structure for investment decisions - used in larger co-investment arrangements with multiple investors
2. Key Person Provisions: Addresses changes in key investment personnel - relevant when success depends on specific individuals
3. Co-Investment Opportunities: Establishes rights or obligations for future co-investment opportunities - used when ongoing relationship is contemplated
4. Investment Criteria: Defines specific investment parameters and restrictions - used when investment strategy needs to be clearly bounded
5. Default Provisions: Addresses consequences of default in capital calls - relevant for arrangements with ongoing capital commitments
6. Anti-Dilution Protection: Provides protection against dilution in future funding rounds - relevant for venture capital style co-investments
7. FIRB Conditions: Includes specific provisions related to foreign investment approval - needed when foreign investors are involved
8. Management Rights: Details specific management participation rights - relevant when investors want active involvement in management
1. Investment Details: Detailed breakdown of investment amounts, ownership percentages, and capital structure
2. Business Plan: Overview of investment strategy, targets, and operational plans
3. Reserved Matters List: Comprehensive list of matters requiring special approval
4. Warranties: Detailed warranties given by each party
5. Deed of Accession: Template deed for admitting new investors
6. Distribution Waterfall: Detailed mechanics of return distribution and calculations
7. Management Agreement: Terms of engagement with investment manager if applicable
8. Compliance Requirements: Regulatory and compliance obligations of all parties
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