What are the standard clauses of a contract with an investor?


1

I know an investor usually ask for a Drag-Along Right in the contract, who obliges minority shareholders to sell the company if the majority want so. Sometimes they could want to oblige you also if they aren't majority shareholders.

What are the other clauses that require particular attention by the founders?

Can someone submit or link a typical contract with an investor?

Investors Purchase Agreement

asked Jun 12 '13 at 07:35
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Andrea
26 points
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2 Answers


1

Here is a good recent post on a founder friendly term sheet - where the OP makes the following mods to "boilerplate" sheets:

  • no option pool
  • legal fees payment
  • no expiration
  • no confidentiality
  • no participating preferred / non-standard liquidation preferences
answered Jun 12 '13 at 07:54
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Jim Galley
9,952 points

1

You should be clear about what you mean as a 'contract'. My preference is to sell common shares, and then have all the terms in the Unanimous Shareholder's Agreement (which is the governing rules of the company), where they apply equally to all shareholders.

My list of standard terms in the Unanimous Shareholder's Agreement includes:

  • tag-along/piggy-back clause if more than 50% of shares wants to sell
  • drag-along clause if more than 80% of shares want to sell
  • board seat for anyone owning more than 12.5% of the shares
  • right of first refusal on future funding rounds (some people prefer a right of participation)
  • USA can be modified with 80% of the votes of the company
  • employee options pool of 10-15% of outstanding shares at any point in time
  • right to information clauses of some sort (try VentureLynx ) :-)
  • I may be missing one or two (done from memory), and I'm sure that's a good start
answered Sep 11 '13 at 04:54
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Kamal Hassan
1,285 points

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Investors Purchase Agreement