Investment Contract for Ireland

Investment Contract Template for Ireland

A comprehensive legal agreement governed by Irish law that establishes the terms and conditions for an investment transaction between investors and the recipient entity. The document incorporates essential elements required under Irish financial services regulations, including investor protection measures, compliance with the Investment Intermediaries Act 1995, and adherence to MiFID regulations. It details the investment structure, rights and obligations of all parties, governance arrangements, and risk disclosures while ensuring compliance with Irish company law and financial services requirements. The agreement includes provisions for regulatory compliance, reporting obligations, and investor protections specific to the Irish legal framework.

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What is a Investment Contract?

The Investment Contract serves as the primary legal document for structuring and documenting investment transactions in Ireland. It is essential for any investment activity, whether involving private equity, venture capital, angel investments, or institutional investors. The document must comply with Irish financial services regulations, including the Investment Intermediaries Act 1995, MiFID regulations, and relevant Central Bank requirements. This contract type is typically used when investors are providing capital in exchange for equity, debt, or convertible instruments, and includes crucial elements such as investment terms, regulatory compliance provisions, investor rights, governance arrangements, and risk disclosures. The agreement's structure reflects specific requirements of Irish law while incorporating international best practices in investment documentation. It is particularly important for ensuring proper protection of all parties' interests and maintaining compliance with Irish regulatory requirements.

What sections should be included in a Investment Contract?

1. Parties: Identification of the parties to the agreement, including the investor(s) and investee company

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

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

4. Investment Terms: Core terms including investment amount, valuation, and form of investment (equity/debt)

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

6. Regulatory Compliance: Provisions ensuring compliance with Irish financial services regulations and applicable laws

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Risk Disclosures: Mandatory risk warnings and investment risk acknowledgments

9. Information Rights: Investor's rights to receive financial and operational information

10. Corporate Governance: Management and decision-making provisions, including any board representation

11. Transfer Restrictions: Limitations on transfer of securities/investment interests

12. Anti-dilution and Protection: Provisions protecting the investor's economic interest

13. Confidentiality: Protection of confidential information and trade secrets

14. Termination: Circumstances and process for terminating the agreement

15. General Provisions: Standard legal provisions including notices, amendments, governing law

What sections are optional to include in a Investment Contract?

1. Tag-Along Rights: Optional provision giving investors right to join in sale of shares by other shareholders

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in sale

3. Preemption Rights: Right of first refusal on new share issuances, included for equity investments

4. Security Provisions: Included when investment is secured against assets or shares

5. Interest and Repayment: Included for debt investments, detailing payment terms

6. Conversion Rights: For convertible investments, detailing terms of conversion

7. Management Provisions: Detailed management obligations and restrictions, for investments with management control

8. Co-Sale Rights: Rights of investors to participate in future investment rounds

9. Exit Provisions: Specific terms regarding future sale or IPO, included for larger investments

What schedules should be included in a Investment Contract?

1. Schedule 1: Investment Details: Detailed breakdown of investment amount, valuation, and securities to be issued

2. Schedule 2: Conditions Precedent: List of conditions to be satisfied before completion

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

4. Schedule 4: Company Information: Corporate information, capital structure, and material contracts

5. Schedule 5: Completion Requirements: Documents and actions required at completion

6. Schedule 6: Reserved Matters: List of decisions requiring investor consent

7. Appendix A: Form of Share Certificate: Pro forma share certificate (if applicable)

8. Appendix B: Management Accounts: Latest financial statements and management accounts

9. Appendix C: Business Plan: Company's business plan and financial projections

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

Jurisdiction

Ireland

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
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Financial Services

Technology

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Healthcare

Renewable Energy

Manufacturing

E-commerce

Biotechnology

Infrastructure

Agriculture

Communications

Education

Professional Services

Transportation

Entertainment

Relevant Teams

Legal

Finance

Compliance

Risk Management

Investment

Corporate Development

Board of Directors

Company Secretariat

Treasury

Tax

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Legal Counsel

Corporate Lawyer

Investment Director

Fund Manager

Company Secretary

Compliance Officer

Risk Manager

Investment Analyst

Private Equity Associate

Venture Capital Partner

Financial Controller

Investment Committee Member

Board Director

Corporate Development Manager

Industries
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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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