The Foreign Investment Agreement serves as the primary legal framework for structuring foreign investments in the Netherlands, becoming increasingly important with enhanced scrutiny of foreign investments under both Dutch and EU regulations. This document is essential when foreign entities or individuals seek to invest in Dutch companies or assets, particularly in sectors deemed strategic or sensitive. The agreement must comply with the Dutch Foreign Investment Screening Act (Vifo) and EU FDI Screening Regulation, while addressing investment protection, governance rights, and regulatory compliance. It's particularly crucial for investments in critical infrastructure, sensitive technologies, or sectors with national security implications. The document typically includes detailed provisions on investment structure, regulatory approvals, governance mechanisms, and exit rights, while ensuring compliance with Dutch corporate law and relevant EU directives.
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1. Parties: Identification of the foreign investor(s) and local party/parties, including registration details and addresses
2. Background: Context of the investment, objectives, and brief description of the business opportunity
3. Definitions: Definitions of key terms used throughout the agreement, including technical, financial, and legal terms
4. Investment Structure: Details of the investment amount, form (equity/debt), payment terms, and ownership structure
5. Conditions Precedent: Prerequisites for the investment, including regulatory approvals, third-party consents, and due diligence completion
6. Regulatory Compliance: Obligations regarding Dutch and EU investment screening, competition law, and sector-specific regulations
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and compliance status
8. Governance Rights: Management structure, voting rights, board composition, and decision-making processes
9. Transfer Restrictions: Limitations on transfer of shares/interests, including lock-up periods and right of first refusal
10. Exit Rights: Mechanisms for investment exit, including put/call options and IPO rights
11. Confidentiality: Protection of confidential information and trade secrets
12. Force Majeure: Provisions for unforeseen circumstances affecting the investment
13. Dispute Resolution: Procedures for resolving disputes, including choice of forum and applicable law
14. Term and Termination: Duration of the agreement and grounds for early termination
15. General Provisions: Standard clauses including notices, amendments, and severability
1. Anti-Dilution Protection: Protection against ownership dilution, relevant for minority investments
2. Technology Transfer: Terms for technology transfer and IP rights, relevant for investments involving intellectual property
3. Employment Matters: Provisions regarding key employees and workforce, relevant for operational investments
4. Environmental Compliance: Environmental obligations and warranties, crucial for investments in industrial sectors
5. National Security Provisions: Special provisions for investments in sensitive sectors or critical infrastructure
6. Competition Compliance: Detailed competition law compliance provisions for large-scale investments
7. State Aid Provisions: Provisions relating to EU state aid rules, relevant for investments involving public support
8. Currency Exchange: Provisions for managing currency risk, relevant for investments from non-EU countries
1. Investment Schedule: Detailed breakdown of investment amounts, timing, and milestones
2. Corporate Structure Chart: Diagram showing the proposed ownership and control structure
3. Business Plan: Detailed business plan including financial projections and operational strategy
4. Regulatory Approvals: List of required regulatory approvals and their status
5. Due Diligence Findings: Summary of key due diligence findings and any required remedial actions
6. Share Rights: Detailed description of share classes and associated rights
7. Management Structure: Detailed governance structure and management procedures
8. Technical Specifications: Technical details of assets, technology, or infrastructure involved in the investment
9. Form of Shareholders Agreement: Template for subsequent shareholders agreement if applicable
10. Compliance Requirements: Detailed compliance requirements and monitoring procedures
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