Preference Shares Investment Agreement for the United States

Preference Shares Investment Agreement Template for United States

A Preference Shares Investment Agreement is a legally binding document under U.S. federal and state securities laws that outlines the terms and conditions of an investment in preferred stock of a company. The agreement details the rights, privileges, and protections afforded to preferred shareholders, including dividend preferences, liquidation preferences, voting rights, and conversion rights. It ensures compliance with applicable securities regulations while protecting both the issuing company's and investors' interests.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Preference Shares Investment Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Preference Shares Investment Agreement?

The Preference Shares Investment Agreement is utilized when a company seeks to raise capital by issuing preferred stock to investors while maintaining existing control structures. This document is critical in U.S. jurisdictions where securities laws require detailed documentation of investment terms and shareholder rights. It typically includes provisions for dividend rights, liquidation preferences, anti-dilution protection, and conversion rights. The agreement must comply with both federal securities laws and state-specific corporate regulations, making it essential for any significant equity investment transaction.

What sections should be included in a Preference Shares Investment Agreement?

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

2. Background: Context of the investment and company's current status

3. Definitions: Key terms used throughout the agreement

4. Subscription of Shares: Details of shares being issued, price, and payment terms

5. Rights and Preferences: Specific rights attached to preference shares including dividend rights, voting rights, and liquidation preferences

6. Conditions Precedent: Conditions that must be met before completion of the investment

7. Completion: Process and requirements for closing the investment

8. Warranties: Company and investor representations and warranties

9. Covenants: Ongoing obligations of the parties

What sections are optional to include in a Preference Shares Investment Agreement?

1. Anti-dilution Protection: Provisions protecting investors against future dilution of their shareholding

2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares by majority shareholders

3. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in a sale

4. Board Appointment Rights: Rights of investors to appoint directors to the company's board

5. Information Rights: Rights of investors to receive regular financial and operational information

What schedules should be included in a Preference Shares Investment Agreement?

1. Schedule 1 - Cap Table: Current and post-investment shareholding structure

2. Schedule 2 - Warranties: Detailed company warranties and representations

3. Schedule 3 - Certificate of Incorporation: Company's current constitutional documents

4. Schedule 4 - Share Rights: Detailed terms and conditions attached to the preference shares

5. Schedule 5 - Form of Share Certificate: Template for preference share certificates

6. Schedule 6 - Board Resolutions: Resolutions approving the investment and share issuance

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

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Securities Act of 1933: Federal law governing registration requirements, exemption provisions (like Regulation D), and disclosure requirements for securities offerings

Securities Exchange Act of 1934: Federal law covering ongoing reporting requirements, anti-fraud provisions, and securities trading regulations

Internal Revenue Code: Federal tax legislation affecting preferred shares, including tax treatment of dividends and capital gains considerations

Investment Company Act of 1940: Federal law regulating investment companies and their operations, if applicable to the issuing company

State Corporation Laws: State-specific laws governing corporate formation and operation, such as Delaware General Corporation Law for Delaware corporations

Blue Sky Laws: State securities laws governing registration requirements, exemptions, and disclosure requirements within each state

Certificate of Incorporation: Company's foundational document establishing corporate governance structure and share classes

Company Bylaws: Internal rules governing the company's operations and management structure

Existing Shareholders' Agreements: Previous agreements with existing shareholders that may affect new preference share issuance

Stock Exchange Rules: Regulations set by stock exchanges regarding listed securities, if applicable

GAAP Standards: Generally Accepted Accounting Principles affecting the recording and reporting of preferred stock

Federal Reserve Regulations: Special regulations applicable if the issuing company is a financial institution

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

Find the exact document you need

Money Market Repurchase Agreement

U.S.-governed agreement for short-term secured lending through securities sale and repurchase transactions.

find out more

Investment Club LLC Operating Agreement

A U.S. legal document establishing the governance structure and operating rules for an investment club organized as an LLC.

find out more

Family Investment LLC Operating Agreement

A U.S.-governed legal agreement establishing the structure and operations of a family-owned LLC for investment purposes.

find out more

Term Sheet Venture Capital

A non-binding document under U.S. law that outlines key terms for venture capital investment, serving as a blueprint for final documentation.

find out more

Rental Property LLC Operating Agreement

A US-compliant legal document establishing the structure and operations of an LLC focused on rental property management.

find out more

Investment Agreement Letter

A legally binding document under US law that outlines the terms and conditions of an investment commitment between an investor and a company.

find out more

Silent Partner Investment Contract

A U.S.-governed agreement establishing terms between a silent investor and business operator in a limited partnership structure.

find out more

Real Estate Equity Purchase Agreement

A U.S.-compliant legal agreement for the purchase and sale of real property, outlining transaction terms and conditions.

find out more

LLC Operating Agreement With Investors

A U.S. legal document governing the relationship between LLC members and investors, establishing rights, responsibilities, and operational framework.

find out more

LLC Investment Term Sheet

A U.S.-governed preliminary document outlining key terms and conditions for investing in an LLC.

find out more

Real Estate Syndication Operating Agreement

A U.S.-governed agreement establishing the framework for real estate investment partnerships between sponsors and passive investors.

find out more

Stock Borrowing And Lending Agreement

A U.S.-governed agreement establishing terms for securities lending between parties, compliant with SEC and FINRA regulations.

find out more

Real Estate Private Equity Term Sheet

A U.S.-governed preliminary document outlining key terms and conditions for investment in a real estate private equity fund.

find out more

Private Equity General Partner Agreement

A U.S.-governed agreement establishing the relationship between a private equity fund's general partner and the fund, including management and economic terms.

find out more

Private Equity Fund Agreement

A U.S.-governed agreement establishing the terms and structure of a private equity fund, including investor rights, management obligations, and profit-sharing arrangements.

find out more

Letter Of Intent To Purchase Stock

A preliminary document used in the U.S. that outlines the intended terms for a stock purchase transaction.

find out more

Hedge Fund Limited Partnership Agreement

A U.S.-governed agreement establishing a hedge fund as a limited partnership, defining investor rights, management responsibilities, and operational terms.

find out more

Investment Club Operating Agreement

A U.S.-governed agreement establishing the structure and rules for an investment club's operations and member relationships.

find out more

Hedge Fund Subscription Agreement

A U.S.-governed legal agreement documenting an investor's subscription to a hedge fund, subject to federal securities laws and regulations.

find out more

Simple Agreement For Future Equity Term Sheet

A U.S.-governed term sheet outlining key terms for a SAFE investment instrument used in early-stage startup financing.

find out more

Convertible Equity Term Sheet

A U.S.-compliant preliminary agreement outlining terms for convertible equity investment in a company.

find out more

Real Estate Holding Company Operating Agreement

A U.S.-governed legal agreement establishing the operational framework for a real estate holding LLC, defining member rights, management structure, and profit distribution.

find out more

LLC Share Purchase Agreement

A U.S.-governed agreement for the purchase and sale of LLC membership interests, detailing transfer terms and conditions.

find out more

Investment LLC Operating Agreement

A U.S.-governed legal agreement establishing the operational framework for an investment-focused Limited Liability Company.

find out more

Real Estate Partnership Agreements

A U.S.-governed agreement establishing terms and conditions for real estate partnerships, including partner rights, responsibilities, and operational framework.

find out more

Capital Raising Mandate Agreement

A U.S.-governed agreement appointing a financial advisor to raise capital, subject to federal and state securities laws.

find out more

Share Investment Agreement

A U.S.-governed legal agreement documenting the terms and conditions of a share investment in a company, subject to federal and state securities laws.

find out more

Movie Investment Contract

A U.S.-governed legal agreement establishing terms for financial investment in film projects, subject to federal and state securities laws.

find out more

Stock Contribution Agreement

A U.S.-governed agreement documenting the transfer of shares from a contributor to a receiving entity, ensuring compliance with securities laws and protecting parties' interests.

find out more

Preference Shares Investment Agreement

A U.S.-governed agreement establishing terms for investment in company preferred stock, including shareholder rights and regulatory compliance.

find out more

Personal Investment Contract

A U.S.-governed agreement establishing terms between an individual investor and investment manager, compliant with federal and state securities laws.

find out more

Rental Property Partnership Agreement

A U.S.-governed agreement establishing a partnership for rental property investment and management, defining partner rights, responsibilities, and operational procedures.

find out more

Wholesale Real Estate Purchase Agreement

U.S.-compliant agreement for wholesale real estate transactions enabling property purchase and subsequent contract assignment.

find out more

Stock Purchase Agreement Term Sheet

A preliminary document outlining key terms for stock purchase and sale under U.S. securities laws.

find out more

Equity Shares Agreement

A U.S.-governed agreement establishing terms and conditions for company share ownership, subject to federal and state securities laws.

find out more

Designated Investment Agreement

A U.S.-governed agreement establishing terms for managing designated investment assets under federal and state securities laws.

find out more

Term Sheet For Investors

A non-binding document outlining key investment terms and conditions under U.S. securities laws.

find out more

Placement Agent Agreement Private Equity Fund

A U.S.-governed agreement establishing terms for placement agent services in private equity fund capital raising.

find out more

Limited Partnership Agreement Venture Capital

A U.S.-governed agreement establishing a venture capital fund's structure, management, and operation as a limited partnership.

find out more

Short Term Investment Agreement

A U.S.-governed agreement establishing terms and conditions for short-term investments, compliant with federal and state securities laws.

find out more
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now