Agreeing terms for a new share investment
Once you have found a potential investor for your A private company limited by shares incorporated and registered in England and Wales. 's Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. , you will need to agree the conditions on which they will invest. Agreeing on these conditions can take some time and will involve negotiation. This section will help you to understand the legal agreements you are likely to sign, why each agreement is needed, and the key legal issues you should look out for during negotiations. It also explains the steps you should take after you have reached agreement with the investor.
Common types of legal agreement for a new share investment
- 1.What legal agreements will I come across if my company issues shares to a new investor?
- 2.Who prepares the legal agreements if my company issues shares to a new investor?
- 3.Why is a term sheet and exclusivity agreement important if my company wishes to issue shares to a new investor?
- 4.Why is a shareholders' agreement important if my company issues shares to a new investor?
- 5.What terms should be included in a shareholders' agreement?
- 6.Why is a disclosure letter important if warranties are given to a new investor?
- 7.Will I need to change the articles of association if my company issues shares to a new investor?
- 8.Why will a new share investor sometimes require new or changed contracts of employment for senior managers?
- 9.Why will a new share investor sometimes need a loan agreement?
A new share investor's conditions
Number of shares to be issued to the new investor
Pre-emption rights
How a company is run
Information provided to a new share investor
Warranties
Transfers of shares – voluntary and involuntary
- 21.Will the new share investor and other shareholders be able to transfer their shares as they please?
- 22.What are 'leaver provisions' and why might a new share investor want them?
- 23.Which shareholders will be subject to 'leaver provisions'?
- 24.What are the different types of 'leaver' and what price will they receive for their shares?
- 25.What is a drag along right and why is it important?
- 26.What is a tag along right and why is it important?
- 27.Why is it important to include restrictions on a former shareholder's ability to compete with my business?