Investment And Shareholders Agreement Template for Belgium

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Key Requirements PROMPT example:

Investment And Shareholders Agreement

"I need an Investment and Shareholders Agreement under Belgian law for a Series A investment of €5 million in my tech startup, with two venture capital investors acquiring 30% of the company and requiring standard anti-dilution and board representation rights."

Document background
The Investment and Shareholders Agreement is a crucial document used when a company is seeking new investment while simultaneously establishing a framework for shareholder relations. Under Belgian law, this agreement must comply with the Belgian Companies and Associations Code and related regulations. It is typically used in funding rounds, strategic investments, or corporate restructurings where new investors are entering the company's capital structure. The document combines investment mechanics (such as valuation, payment terms, and conditions precedent) with ongoing governance provisions (including shareholder rights, board composition, and transfer restrictions). It's particularly important in private company contexts where shares are not publicly traded and shareholders need clear contractual frameworks for their relationships. The agreement must be carefully drafted to ensure enforceability under Belgian law while meeting international investment standards, especially when foreign investors are involved.
Suggested Sections

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

2. Background: Context of the investment and existing company structure

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Investment Terms: Details of the investment including amount, valuation, and mechanics of the investment

5. Completion Mechanics: Steps for completing the investment, including conditions precedent and completion deliverables

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

7. Share Capital and Share Rights: Details of the company's share capital structure and rights attached to shares

8. Board Composition and Governance: Board structure, appointment rights, and governance procedures

9. Shareholder Matters and Reserved Matters: Decision-making processes and matters requiring special approval

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 Rights: Obligations regarding financial and other information to be provided to shareholders

14. Confidentiality: Provisions regarding confidential information and announcements

15. General Provisions: Boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Anti-dilution Protection: Protection for investors against future down rounds, included when specifically requested by investors

2. Liquidation Preference: Special rights on liquidation or exit, typically included for preferred shares

3. Founder Vesting: Vesting provisions for founder shares, included when founders are still actively involved

4. Employee Share Pool: Provisions for employee share options or shares, included when an ESOP is planned

5. Strategic Rights: Special rights for strategic investors, included when strategic investors are involved

6. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances

7. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when required for key shareholders

8. Intellectual Property Rights: Special provisions regarding IP ownership and development, important for technology companies

Suggested Schedules

1. Share Capital Table: Detailed breakdown of shareholding pre and post-investment

2. Warranties: Detailed warranties given by the company and warrantors

3. Completion Obligations: Detailed list of completion deliverables and actions

4. Reserved Matters: Comprehensive list of matters requiring special approval

5. Form of Deed of Adherence: Template for new shareholders joining the agreement

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

7. Articles of Association: New articles of association to be adopted

8. Board Regulations: Detailed procedures for board operations and meetings

9. Disclosure Letter: Disclosures against the warranties

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

Financial Services

Real Estate

Manufacturing

E-commerce

Healthcare

Renewable Energy

Professional Services

Media and Entertainment

Telecommunications

Food and Beverage

Retail

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Compliance

Investment

Corporate Governance

Shareholder Relations

Risk Management

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Director

Venture Capital Partner

Private Equity Manager

Company Secretary

Board Director

Chief Legal Officer

Investment Manager

Corporate Development Director

Shareholder Relations Manager

Compliance Officer

Legal Counsel

Managing Partner

Investment Analyst

Industries
Belgian Companies and Associations Code (BCAC): Primary legislation governing company formation, management, shareholder rights, and corporate governance in Belgium. Crucial for structuring shareholder relationships and corporate decision-making processes.
Belgian Civil Code: Provides the fundamental principles of contract law, including formation, validity, and enforcement of agreements. Essential for the general contractual framework of the agreement.
Belgian Financial Services and Markets Authority (FSMA) Regulations: Regulations governing financial markets, investment instruments, and investor protection in Belgium. Relevant for investment terms and securities aspects.
Belgian Competition Law: Relevant for provisions regarding transfer restrictions, non-compete clauses, and other potential competition-sensitive arrangements between shareholders.
EU Shareholders' Rights Directive II (as implemented in Belgian law): Regulations concerning shareholder rights, particularly regarding transparency, engagement, and voting rights in listed companies.
Belgian Income Tax Code: Relevant for tax implications of investment structures, dividend distributions, and share transfers.
Belgian Anti-Money Laundering Law: Compliance requirements for investor verification and source of funds, particularly relevant for new investments and transfers.
EU General Data Protection Regulation (GDPR): Considerations for handling personal data of individual shareholders and related parties in the 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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