Private Equity Investment Agreement Template for Ireland

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Key Requirements PROMPT example:

Private Equity Investment Agreement

"I need a Private Equity Investment Agreement for a €20M investment into an Irish technology startup, with the investment structured in two tranches to be completed by March 2025, including specific provisions for technology asset protection and an employee share option pool."

Document background
The Private Equity Investment Agreement is a crucial document used when a private equity firm or investor makes a significant equity investment in a target company. It is particularly relevant in the Irish market, where it must comply with both domestic legislation (primarily the Companies Act 2014) and EU regulations. The agreement typically follows a transaction's term sheet or letter of intent and contains detailed provisions covering investment terms, shareholding structures, governance rights, exit mechanisms, and various protections for all parties. This document is essential for any private equity transaction in Ireland, whether involving growth capital, buyouts, or restructuring investments, and forms part of a suite of investment documents that may include a shareholders' agreement and articles of association.
Suggested Sections

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

2. Background: Context of the transaction, including company status and purpose of the investment

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Investment Terms: Details of the investment amount, share class, and price per share

5. Completion: Conditions precedent, completion mechanics, and timing

6. Warranties and Representations: Standard warranties from the company and founders

7. Investor Rights: Information rights, board representation, and consent matters

8. Transfer Restrictions: Limitations on share transfers and pre-emption rights

9. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

10. Anti-Dilution Protection: Provisions protecting investors from future down rounds

11. Confidentiality: Confidentiality obligations and permitted disclosures

12. Covenants: Ongoing obligations of the company and other parties

13. Termination: Circumstances and process for terminating the agreement

14. Notices: Process for serving formal notices under the agreement

15. Governing Law and Jurisdiction: Confirmation of Irish law and jurisdiction

Optional Sections

1. Founder Commitments: Used when founders are giving specific commitments regarding their ongoing involvement

2. Employee Share Option Pool: Include when establishing or modifying an ESOP as part of the investment

3. Strategic Investor Rights: Additional rights for strategic investors, such as commercial arrangements

4. Multiple Closings: Required for investments structured with multiple tranches or closings

5. Exit Strategy: Specific provisions regarding planned exit timeframes and mechanisms

6. Management Provisions: Detailed management structure and requirements, if not covered in shareholders agreement

7. Non-Compete and Non-Solicit: Restrictive covenants for founders and key employees

8. Intellectual Property Assignment: Required when IP transfer is part of the investment conditions

Suggested Schedules

1. Schedule 1 - Company Information: Details of company structure, share capital, and subsidiaries

2. Schedule 2 - Warranties: Comprehensive warranties about the company's business and affairs

3. Schedule 3 - Completion Obligations: Detailed list of completion deliverables and requirements

4. Schedule 4 - Investor Consent Matters: List of decisions requiring investor approval

5. Schedule 5 - Capitalization Table: Pre and post-investment cap table

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

7. Schedule 7 - Board Composition: Details of board structure and appointment rights

8. Appendix A - Share Rights: Detailed terms of the investment shares

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

10. Appendix C - Key Employee Agreements: Forms of employment agreements for key personnel

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

Healthcare

Manufacturing

Financial Services

Consumer Goods

Renewable Energy

Real Estate

Life Sciences

E-commerce

Software

Biotechnology

Infrastructure

Professional Services

Agriculture

Education Technology

Relevant Teams

Legal

Finance

Investment

Corporate Development

Compliance

Risk Management

Executive Leadership

Board of Directors

Company Secretariat

Due Diligence

Portfolio Management

Transaction Advisory

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Director

Private Equity Partner

Corporate Lawyer

Investment Manager

Due Diligence Officer

Company Secretary

General Counsel

Managing Director

Portfolio Manager

Compliance Officer

Transaction Manager

Board Director

Investment Analyst

Legal Counsel

Fund Manager

Risk Manager

Industries
Companies Act 2014: Primary legislation governing company law in Ireland, including company formation, shareholder rights, corporate governance, and share issuance requirements
Investment Limited Partnerships Act 1994: Regulates the formation and operation of investment limited partnerships in Ireland, crucial for private equity structures
Investment Intermediaries Act 1995: Governs the regulation of investment business firms and the provision of investment business services
European Union (Alternative Investment Fund Managers) Regulations 2013: Implements EU AIFM Directive in Irish law, regulating alternative investment fund managers including private equity firms
Taxes Consolidation Act 1997: Covers taxation aspects of investments, including capital gains tax, stamp duty, and other relevant tax considerations for PE investments
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Sets out anti-money laundering requirements and due diligence procedures for financial transactions and investments
European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019: Requires disclosure and registration of beneficial ownership information for corporate entities
Central Bank Act 1942 (as amended): Establishes regulatory framework for financial services and investment activities in Ireland
Competition Act 2002: Relevant for merger control and competition aspects of private equity transactions
European Communities (Markets in Financial Instruments) Regulations 2017: Implements MiFID II in Irish law, affecting financial instruments and investment services
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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