Investment Agreement Template for Netherlands

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Key Requirements PROMPT example:

Investment Agreement

"I need an Investment Agreement under Dutch law for a Series B venture capital investment of €5 million in a SaaS company, with specific provisions for investor board representation and anti-dilution protection, to be completed by March 2025."

Document background
The Investment Agreement under Dutch law serves as the primary transaction document for equity investments in Dutch companies or Dutch-governed transactions. This agreement is typically used when investors are acquiring shares in a company, whether through a new issue of shares or purchase from existing shareholders. It establishes the framework for the investment relationship, incorporating specific requirements of Dutch corporate and securities laws, while addressing key commercial terms such as valuation, governance rights, and exit provisions. The document is crucial for both domestic Dutch investments and cross-border transactions where Dutch law is chosen as the governing law, ensuring compliance with local regulatory requirements while protecting the interests of all parties involved.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the investor(s), existing shareholders, and the target company

2. Background: Context of the investment, including brief company history and purpose of the investment

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

4. Investment Structure: Details of the investment amount, valuation, and number/class of shares to be issued

5. Conditions Precedent: Conditions that must be satisfied before completion of the investment

6. Completion: Mechanics of closing the investment, including timing and actions required from each party

7. Warranties and Representations: Statements of fact and assurances given by the company and existing shareholders

8. Investor Rights: Special rights granted to the investor, including board representation, veto rights, and information rights

9. Transfer Restrictions: Limitations on the transfer of shares and related rights (right of first refusal, tag-along, drag-along)

10. Confidentiality: Obligations regarding confidential information and announcements

11. Anti-dilution Protection: Mechanisms to protect the investor against future dilution

12. Covenants: Ongoing obligations of the company and existing shareholders

13. Term and Termination: Duration of the agreement and circumstances allowing for termination

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Exit Provisions: Include when parties want to specify particular exit mechanisms or requirements - covers IPO, trade sale, or other exit events

2. Management Provisions: Include when the investment includes specific management arrangements or requirements

3. Employee Stock Option Pool: Include when establishing or modifying an employee share scheme as part of the investment

4. Intellectual Property Rights: Include when IP is a crucial asset requiring specific protection or arrangements

5. Non-Competition and Non-Solicitation: Include when requiring specific non-compete obligations from founders or key shareholders

6. Strategic Collaboration: Include when the investment includes strategic partnership elements beyond pure financial investment

7. Founder Commitments: Include when specific obligations or restrictions are placed on founders

8. Pre-emptive Rights: Include when granting specific rights for future funding rounds

Suggested Schedules

1. Deed of Adherence: Template deed for new shareholders to become bound by the agreement

2. Warranties: Detailed list of warranties given by the company and warrantors

3. Capitalization Table: Pre and post-investment share capital structure

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

5. Articles of Association: New articles of association to be adopted at completion

6. Board Resolutions: Form of board resolutions required for completion

7. Shareholder Resolutions: Form of shareholder resolutions required for completion

8. Disclosure Letter: Exceptions and qualifications to the warranties

9. Key Performance Indicators: Specific metrics and targets related to the investment

10. Management Accounts: Recent financial statements and management accounts

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

Life Sciences

Real Estate

Renewable Energy

Financial Services

Healthcare

Manufacturing

E-commerce

Software

Biotechnology

Infrastructure

Agriculture

Clean Technology

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Board Secretariat

Strategy

Mergers & Acquisitions

Treasury

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Managing Director

Chief Legal Officer

Business Development Director

Corporate Development Manager

Finance Director

Investment Analyst

Venture Capital Associate

Private Equity Manager

Company Secretary

Risk Manager

Compliance Officer

Industries
Dutch Civil Code (Burgerlijk Wetboek): Primary legislation governing contracts, legal entities, and obligations in the Netherlands. Particularly Book 2 (Legal Persons) and Book 6 (General Part of the Law of Obligations) are relevant for investment agreements.
Financial Supervision Act (Wet op het financieel toezicht - Wft): Regulates financial institutions and investment activities in the Netherlands, including requirements for investment firms, disclosure obligations, and investor protection measures.
Dutch Corporate Law (Book 2 of the Dutch Civil Code): Specific provisions regarding company structure, share transfers, shareholder rights and obligations, and corporate governance requirements.
Dutch Competition Act (Mededingingswet): Relevant for larger investments that might require merger control clearance or trigger competition law considerations.
Money Laundering and Terrorist Financing Prevention Act (Wwft): Requires due diligence checks and reporting obligations for certain investments to prevent money laundering and terrorist financing.
Works Councils Act (Wet op de ondernemingsraden): May be relevant if the investment affects employee rights or requires works council consultation.
Dutch Tax Law (Various Acts): Various tax regulations affecting investment structures, including corporate income tax, dividend withholding tax, and potential tax implications of the investment.
Market Abuse Regulation (EU MAR): European regulation directly applicable in the Netherlands, relevant for investments in listed companies regarding insider trading and market manipulation.
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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