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Investment Owners Contract Template for India

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Key Requirements PROMPT example:

Investment Owners Contract

"I need an Investment Owners Contract for a Series A investment in an Indian technology startup, with special provisions for foreign investors and ESOP pool creation, to be completed by March 2025."

Document background
The Investment Owners Contract serves as a fundamental document in Indian corporate transactions, establishing the legal framework for investment relationships in private companies. This document is typically used when investors acquire significant ownership stakes, whether through primary investment or secondary purchases. It is essential for both domestic and foreign investments in Indian companies, ensuring compliance with Indian corporate law, SEBI regulations, and FEMA guidelines where applicable. The contract comprehensively addresses investment terms, shareholder rights, corporate governance, information rights, and exit mechanisms. It is particularly crucial in venture capital, private equity, and strategic investment scenarios, where multiple rounds of funding may occur and various investor rights need to be carefully balanced and protected.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including investors and the company

2. Background: Context of the investment, company history, and purpose of the agreement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Investment Terms: Details of investment amount, valuation, and securities being issued

5. Subscription Details: Specific terms of share subscription, payment mechanics, and closing conditions

6. Representations and Warranties: Statements of fact and assurances from all parties

7. Corporate Governance: Board composition, voting rights, and management structure

8. Reserved Matters: Decisions requiring special approval from investors

9. Information Rights: Investors' rights to receive financial and operational information

10. Transfer Restrictions: Limitations on transfer of shares and exit provisions

11. Tag and Drag Rights: Co-sale rights and forced sale provisions

12. Term and Termination: Duration of the agreement and termination circumstances

13. Confidentiality: Protection of confidential information and trade secrets

14. Dispute ReºìÐÓÖ±²¥: Procedures for resolving disputes, including jurisdiction and arbitration

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Protection against value dilution in future funding rounds, included when requested by investors

2. Liquidation Preference: Preferential rights in case of liquidation, typically included for preferred shareholders

3. Employee Stock Options: ESOP pool and related provisions, included if company has or plans to have an ESOP

4. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when founders are actively involved

5. Strategic Rights: Special rights for strategic investors, included when strategic investors are involved

6. Environmental and Social Compliance: ESG compliance requirements, included when relevant to investor mandate

7. Foreign Investment Compliance: Special provisions for foreign investors, included when foreign investment is involved

Suggested Schedules

1. Schedule 1: Cap Table: Pre and post-investment shareholding pattern

2. Schedule 2: Subscription Details: Detailed breakdown of investment amounts and securities

3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring special approval

4. Schedule 4: Warranties: Detailed warranties given by the company and founders

5. Schedule 5: Conditions Precedent: List of conditions to be satisfied before closing

6. Schedule 6: Corporate Governance Rights: Detailed procedures for board meetings and governance

7. Appendix A: Deed of Adherence: Template for new shareholders to become party to the agreement

8. Appendix B: Financial Statements: Latest financial statements of the company

9. Appendix C: Business Plan: Company's business plan and projections

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºìÐÓÖ±²¥ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


























































Clauses






































Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

E-commerce

Real Estate

Infrastructure

Renewable Energy

Consumer Goods

Education

Telecommunications

Biotechnology

Agriculture

Retail

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment

Due Diligence

Board of Directors

Company Secretarial

Risk Management

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Fund Manager

Company Secretary

Due Diligence Officer

Compliance Officer

Investment Analyst

Corporate Development Manager

Board Director

Managing Partner

General Counsel

Industries








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

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