Investment Contract for the United States

Investment Contract Template for United States

An Investment Contract is a legally binding agreement governed by U.S. federal and state securities laws that establishes the terms and conditions under which an investor provides capital to a company or project. The document outlines the investment amount, type of securities being purchased, rights and obligations of all parties, representations and warranties, and protection mechanisms for both investors and the company. It must comply with Securities and Exchange Commission (SEC) regulations, applicable state Blue Sky laws, and may require specific disclosures depending on the type of offering and investor qualifications.

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What is a Investment Contract?

Investment Contracts are essential documents in U.S. business transactions where capital is being deployed into a business venture. These contracts are specifically designed to protect both investors and companies while ensuring compliance with federal and state securities regulations. An Investment Contract typically includes detailed provisions about the investment structure, voting rights, board representation, exit mechanisms, and investor protections. The document must adhere to SEC requirements and state-specific regulations, particularly when dealing with private placements or public offerings. It serves as the primary agreement governing the relationship between investors and the company, establishing clear expectations and legal obligations for all parties involved.

What sections should be included in a Investment Contract?

1. Parties: Identification of the investor(s) and investee company/entity

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

3. Definitions: Key terms used throughout the agreement including securities terms, financial definitions, and regulatory references

4. Investment Terms: Amount, type of securities, price per unit, and payment terms

5. Representations and Warranties: Statements of fact from both parties regarding their capacity, authority, and compliance with laws

6. Closing Conditions: Requirements to be met before investment completion, including regulatory approvals

7. Rights and Obligations: Ongoing responsibilities of all parties post-investment

8. Governing Law: Jurisdiction and applicable law, including securities regulations

What sections are optional to include in a Investment Contract?

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares under same terms

2. Drag-Along Rights: Majority shareholders' right to force minority participation in company sale

3. Anti-Dilution Provisions: Protection mechanisms against value dilution for investors

4. Board Rights: Provisions for investor representation on company board

5. Information Rights: Investor rights to receive financial and operational information

What schedules should be included in a Investment Contract?

1. Schedule A - Capitalization Table: Current and post-investment ownership structure of the company

2. Schedule B - Disclosure Schedule: Exceptions to representations and warranties made in the agreement

3. Schedule C - Investment Instruments: Detailed description of securities being issued including rights and preferences

4. Schedule D - Corporate Documents: Key corporate documents including certificate of incorporation and bylaws

5. Schedule E - Financial Statements: Current financial position of company including balance sheet and income statement

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

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Industries

Securities Act of 1933: Federal law requiring registration of securities offerings, providing exemptions (like Regulation D and A+), and establishing disclosure requirements for investment contracts

Securities Exchange Act of 1934: Federal law regulating secondary market trading, establishing SEC oversight, and containing anti-fraud provisions for securities transactions

Investment Company Act of 1940: Federal law regulating investment funds and companies, establishing registration requirements and disclosure obligations

Investment Advisers Act of 1940: Federal law regulating investment advisers and establishing fiduciary duties in investment relationships

Dodd-Frank Act: Comprehensive financial reform legislation providing additional regulatory requirements and investor protection provisions for investment activities

Blue Sky Laws: State-specific securities regulations governing registration requirements and anti-fraud provisions at the state level

FINRA Regulations: Industry-specific rules and guidelines established by the Financial Industry Regulatory Authority for investment activities

Internal Revenue Code: Federal tax laws affecting investment structures, returns, and reporting requirements

Anti-Money Laundering Regulations: Federal requirements for preventing and detecting money laundering in investment transactions

Accredited Investor Rules: SEC definitions and requirements for qualifying as an accredited investor, affecting investment eligibility

Contract Law Principles: General contract law principles governing formation, enforcement, and interpretation of investment agreements

Teams

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