The Co-Investment Agreement is essential for structuring joint investment arrangements under Swiss law, typically used when multiple investors wish to pool their resources and invest alongside each other in a specific opportunity. This document is particularly relevant in private equity, venture capital, and real estate investments where investors seek to share risks and rewards while maintaining clear governance structures. The agreement must comply with Swiss financial regulations, including the Federal Act on Financial Services (FIDLEG) and the Collective Investment Schemes Act (KAG), where applicable. It defines critical aspects such as investment commitments, capital calls, management rights, profit distribution, transfer restrictions, and exit mechanisms. The Co-Investment Agreement is particularly important in Switzerland due to its sophisticated financial markets and strong regulatory framework, requiring careful consideration of both domestic and international investment requirements.
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1. Parties: Identification of all co-investors and the target company/investment vehicle
2. Background: Context of the co-investment arrangement and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Structure: Details of the investment vehicle, ownership structure, and initial capitalization
5. Investment Commitments: Specification of each party's investment commitment, timing, and funding mechanics
6. Capital Calls: Procedures for requesting additional capital contributions and consequences of default
7. Management and Governance: Decision-making processes, voting rights, and management structure
8. Transfer Restrictions: Limitations on transfer of interests and required procedures
9. Tag-Along and Drag-Along Rights: Rights of investors to participate in or be required to join in sales
10. Exit Provisions: Mechanisms for liquidation, sale, or IPO of the investment
11. Distribution Policy: Rules governing the distribution of profits, losses, and proceeds
12. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority
13. Confidentiality: Obligations regarding confidential information and trade secrets
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Jurisdiction: Specification of Swiss law application and dispute resolution procedures
1. Anti-Dilution Protection: Protection mechanisms for existing investors in case of down rounds
2. ROFR and ROFO Rights: Right of first refusal and first offer provisions for share transfers
3. Strategic Investor Rights: Special rights for strategic investors, such as board seats or veto rights
4. Co-Sale Rights: Additional provisions for coordinated sale of interests
5. Investment Committee: Structure and powers of an investment committee, if applicable
6. Key Person Provisions: Provisions related to key personnel and consequences of their departure
7. ESG Provisions: Environmental, Social, and Governance requirements for the investment
8. Compliance Requirements: Specific regulatory compliance obligations
9. Follow-on Investment Rights: Rights and procedures for future investment rounds
1. Schedule 1: Capital Commitments: Detailed breakdown of each investor's commitment amount and percentage
2. Schedule 2: Shareholders List: Current cap table and ownership structure
3. Schedule 3: Business Plan: Initial business plan and investment strategy
4. Schedule 4: Valuation Methodology: Agreed methods for valuing the investment and calculating returns
5. Schedule 5: Management Structure: Detailed governance structure and decision-making procedures
6. Schedule 6: Distribution Waterfall: Detailed mechanics for profit and proceeds distribution
7. Schedule 7: Reserved Matters: List of decisions requiring special approval
8. Schedule 8: Reporting Requirements: Format and frequency of financial and operational reports
9. Appendix A: Investment Vehicle Documents: Constitutional documents of the investment vehicle
10. Appendix B: KYC Requirements: Required due diligence documentation for investors
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