Investment Shareholder Agreement Template for Denmark

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Key Requirements PROMPT example:

Investment Shareholder Agreement

I need a Danish Investment Shareholder Agreement for a Series A investment round closing in March 2025, where a venture capital firm is investing €5 million for a 25% stake in our AI software company, with specific provisions for employee stock options and future funding rounds.

What is a Investment Shareholder Agreement?

The Investment Shareholder Agreement is a crucial document used when a Danish company is receiving new investment, whether from venture capital firms, private equity investors, or strategic partners. This agreement is essential for defining the relationship between all shareholders and protecting their respective interests under Danish law. The document comprehensively addresses key aspects such as investment terms, shareholding structures, governance mechanisms, and exit provisions, while ensuring compliance with Danish corporate law and regulations. An Investment Shareholder Agreement becomes particularly important in scenarios involving multiple funding rounds, complex ownership structures, or when specific investor protections are required. The agreement must be drafted in accordance with the Danish Companies Act and other relevant Danish legislation, making it a foundational document for any significant investment transaction in Denmark.

What sections should be included in a Investment Shareholder Agreement?

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

2. Background: Context of the investment and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

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

5. Completion and Conditions Precedent: Requirements to be met before investment completion and completion mechanics

6. Warranties and Representations: Standard warranties from the company and existing shareholders

7. Share Capital and Shareholdings: Current and post-investment share capital structure

8. Corporate Governance: Board composition, appointment rights, and meeting procedures

9. Reserved Matters: Decisions requiring special majority or investor consent

10. Information Rights: Investor information and inspection rights

11. Share Transfer Restrictions: Limitations on transfer of shares and permitted transfers

12. Exit Provisions: Drag-along, tag-along rights, and IPO provisions

13. Anti-dilution Protection: Protection against future share issuances at lower valuations

14. Confidentiality: Confidentiality obligations and permitted disclosures

15. Term and Termination: Duration of the agreement and termination events

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices

What sections are optional to include in a Investment Shareholder Agreement?

1. Founders' Commitments: Used when founders are key to the business, including non-compete and commitment provisions

2. Intellectual Property Rights: Required for technology or IP-heavy companies

3. Employee Share Scheme: Include when an employee share option pool is planned or exists

4. Dividend Policy: When specific dividend arrangements are agreed

5. Industry-Specific Regulations: For regulated industries like financial services or healthcare

6. Additional Financing Rounds: When future investment rounds are already contemplated

7. Strategic Collaboration: For strategic investors with additional business relationships

8. Environmental, Social and Governance (ESG): When ESG requirements are important to investors

What schedules should be included in a Investment Shareholder Agreement?

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

2. Schedule 2 - Warranties: Detailed warranties given by the company and shareholders

3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval

4. Schedule 4 - Business Plan: Company's business plan and financial projections

5. Schedule 5 - Completion Requirements: Detailed list of completion deliverables

6. Schedule 6 - Board Rules of Procedure: Detailed procedures for board operations

7. Schedule 7 - Deed of Adherence: Template for new shareholders joining the agreement

8. Schedule 8 - Key Performance Indicators: Agreed metrics for monitoring company performance

9. Appendix A - Articles of Association: Company's articles of association

10. Appendix B - 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

Financial Services

Healthcare

Manufacturing

Real Estate

E-commerce

Renewable Energy

Biotechnology

Software

Consumer Goods

Professional Services

Media and Entertainment

Telecommunications

Transportation and Logistics

Education Technology

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Board of Directors

Company Secretariat

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Investment Director

Corporate Lawyer

Investment Manager

Board Director

Company Secretary

Venture Capital Partner

Private Equity Manager

Corporate Development Director

M&A Director

Compliance Officer

Financial Controller

Investment Analyst

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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