The Investment Deed serves as the primary legal instrument for documenting significant investment transactions in Ireland. It is typically used when an investor (whether corporate, institutional, or individual) makes a substantial investment in a company in exchange for shares or other securities. The deed comprehensively addresses all aspects of the investment relationship, including valuation, share class rights, investor protections, and governance arrangements. It must comply with Irish corporate law, particularly the Companies Act 2014, and relevant financial services regulations. The Investment Deed is essential for both early-stage investments and later-round funding, providing a robust legal framework that protects all parties' interests while ensuring regulatory compliance in the Irish jurisdiction.
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1. Parties: Details of the investor(s), investee company, and any other relevant parties
2. Background: Context of the investment, company status, and purpose of the deed
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Investment Amount and Structure: Details of the investment amount, payment terms, and investment structure
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
6. Completion Mechanics: Steps for completing the investment, including timing and documentation requirements
7. Warranties and Representations: Standard warranties from the company and founders
8. Investor Rights: Key rights granted to investors including board representation, veto rights, and information rights
9. Transfer Restrictions: Limitations on share transfers and pre-emption rights
10. Drag and Tag Rights: Co-sale provisions and majority sale rights
11. Confidentiality: Confidentiality obligations of all parties
12. Notices: Process for serving formal notices under the deed
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Anti-dilution Protection: Protection for investors against future down rounds, included when specifically negotiated
2. Founder Commitments: Specific obligations of founders, included when founders are party to the deed
3. Exit Provisions: Specific provisions regarding future exit scenarios, included for larger investments
4. Enterprise Investment Scheme Provisions: Special provisions if the investment qualifies for EIS relief
5. Preference Rights: Liquidation preference and dividend rights, included for preference share investments
6. Employee Share Option Pool: Provisions regarding ESOP, included when establishing or maintaining an option pool
7. Additional Funding Rounds: Pre-emptive rights and provisions for future funding rounds, included for early-stage investments
1. Schedule 1 - Company Details: Details of the company including capital structure and subsidiaries
2. Schedule 2 - Warranties: Detailed warranties given by the company and warrantors
3. Schedule 3 - Completion Requirements: Detailed list of completion deliverables and requirements
4. Schedule 4 - Reserved Matters: List of matters requiring investor consent
5. Schedule 5 - New Articles: Form of new articles of association to be adopted
6. Appendix A - Deed of Adherence: Form of deed for new shareholders to accede to the investment deed
7. Appendix B - Management Accounts: Latest management accounts of the company
8. Appendix C - Business Plan: Company's business plan and financial projections
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