The Shareholder Investment Agreement is a crucial document used when companies seek to raise capital through equity investment in Belgium. It serves as the primary contract governing the relationship between the company, its existing shareholders, and new investors. This agreement must comply with Belgian corporate law, particularly the Belgian Companies and Associations Code, and typically includes detailed provisions on share subscription, shareholder rights, corporate governance, and exit mechanisms. The document is essential for both early-stage investments and later funding rounds, providing a framework for protecting investor interests while ensuring company operational flexibility. It addresses key aspects such as board representation, reserved matters requiring investor consent, information rights, and share transfer restrictions, while incorporating specific Belgian legal requirements regarding shareholder rights and corporate governance.
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1. Parties: Identification of the company, existing shareholders, and investor(s)
2. Background: Context of the investment, company status, and purpose of the agreement
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Investment Terms: Details of the investment amount, share class, and valuation
5. Completion Mechanics: Process and conditions for completing the investment
6. Warranties and Representations: Statements of fact about the company's condition and business
7. Governance Rights: Board composition, voting rights, and reserved matters
8. Share Transfer Restrictions: Limitations on transfer of shares and pre-emption rights
9. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in share sales
10. Anti-Dilution Protection: Protections against value dilution in future funding rounds
11. Information Rights: Investor rights to financial and other company information
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and termination provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Founder Commitments: Specific obligations of founders including non-compete and time commitment, used when founders remain key to the business
2. Preference Rights: Liquidation preferences and dividend rights, used for preferred share investments
3. Strategic Collaboration: Terms for business cooperation, used when investor brings strategic value
4. Employee Share Pool: Provisions for employee share schemes, used when establishing/maintaining an ESOP
5. Put and Call Options: Rights to force sale or purchase of shares, used in specific exit scenarios
6. Intellectual Property Rights: Specific IP provisions, used when IP is crucial to the business value
1. Schedule 1: Company Details: Corporate information, share capital structure, and subsidiaries
2. Schedule 2: Warranties: Detailed company warranties and representations
3. Schedule 3: Completion Requirements: Detailed conditions and documents required for completion
4. Schedule 4: Reserved Matters: List of decisions requiring investor consent
5. Schedule 5: Share Capital Table: Pre and post-investment share capital structure
6. Schedule 6: Business Plan: Company's business plan and financial projections
7. Appendix A: Board Regulations: Detailed procedures for board operations
8. Appendix B: Share Transfer Procedures: Detailed mechanics for implementing share transfers
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