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Venture Capital Agreement Template for Ireland

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Key Requirements PROMPT example:

Venture Capital Agreement

"I need a Venture Capital Agreement under Irish law for a €5 million Series A investment in our SaaS company, with specific provisions for anti-dilution protection and a 20% ESOP pool to be implemented by March 2025."

Document background
The Venture Capital Agreement serves as the primary transaction document for venture capital investments in Ireland, typically used when a venture capital firm or investment syndicate makes a significant investment in a growth-stage company. This agreement is essential for companies seeking institutional investment while operating under Irish jurisdiction. It encompasses crucial elements such as investment terms, shareholder rights, corporate governance structures, and protective provisions, all aligned with Irish company law and financial regulations. The document is particularly important as it sets out the relationship between investors and the company, including board composition, information rights, and exit provisions. It must comply with Irish legal requirements, including the Companies Act 2014, Investment Limited Partnerships (Amendment) Act 2020, and relevant financial services regulations. The agreement is typically preceded by term sheets and due diligence, and may require approval from the Competition and Consumer Protection Commission if certain thresholds are met.
Suggested Sections

1. Parties: Identification of the Company, Investors, Founders, and other relevant parties to the agreement

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

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Investment Terms: Details of the investment amount, share class, price per share, and payment mechanics

5. Completion Mechanics: Steps for closing the investment, including conditions precedent and timing

6. Warranties and Representations: Company, founder, and investor warranties regarding capacity, authority, and business condition

7. Board Composition: Structure and composition of the board, including investor director rights

8. Reserved Matters: Actions requiring investor consent or special approval

9. Share Rights and Restrictions: Detailed rights attached to different share classes and transfer restrictions

10. Anti-dilution Protection: Mechanisms to protect investors from dilution in future funding rounds

11. Drag and Tag Rights: Provisions for forced sale and right to join in sale of shares

12. Information and Inspection Rights: Investor rights to company information and financial reports

13. Confidentiality: Obligations regarding confidential information and publicity

14. Term and Termination: Duration of the agreement and circumstances for termination

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

Optional Sections

1. Founder Vesting: Used when founders' shares are subject to vesting conditions or reverse vesting

2. Employee Share Option Pool: Included when establishing or modifying an ESOP as part of the investment

3. Restrictive Covenants: Non-compete and non-solicitation provisions for founders and key employees

4. Strategic Investor Rights: Special rights for strategic investors, such as first right of refusal on commercial contracts

5. Management Incentive Provisions: Specific arrangements for management compensation and incentives

6. Pre-emption Rights on New Issues: Rights of existing shareholders to participate in future funding rounds

7. Exit Preferences: Specific provisions regarding IPO or trade sale scenarios

8. Intellectual Property Assignment: Required when IP assignment from founders or others needs to be formalized

Suggested Schedules

1. Schedule 1: Company Details: Corporate information, capitalization table, and subsidiary details

2. Schedule 2: Completion Requirements: Detailed list of documents and actions required for completion

3. Schedule 3: Warranties: Comprehensive company and business warranties

4. Schedule 4: Reserved Matters: Detailed list of matters requiring investor consent

5. Schedule 5: Share Rights: Detailed terms and conditions attached to each class of shares

6. Schedule 6: New Articles of Association: Revised articles reflecting the new investment and shareholder rights

7. Schedule 7: Management Accounts: Recent financial statements and management accounts

8. Schedule 8: Disclosure Letter: Exceptions and qualifications to the warranties

9. Schedule 9: Key Employee Agreements: Forms of employment agreements for key personnel

10. Appendix A: Board Resolutions: Form of board resolutions approving the investment

11. Appendix B: Deed of Adherence: Template for future shareholders to join the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Biotechnology

Financial Services

Healthcare

Clean Energy

Software Development

E-commerce

Manufacturing

Artificial Intelligence

Medical Devices

Telecommunications

Digital Media

Fintech

Agritech

Life Sciences

Consumer Products

Enterprise Software

Internet of Things

Robotics

Sustainable Technologies

Relevant Teams

Legal

Finance

Investment

Corporate Development

Compliance

Risk Management

Board of Directors

Executive Leadership

Corporate Governance

Mergers & Acquisitions

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Director

Venture Capital Partner

Corporate Lawyer

Investment Manager

Company Secretary

General Counsel

Managing Director

Board Director

Investment Associate

Portfolio Manager

Compliance Officer

Finance Director

Legal Counsel

Investment Analyst

Due Diligence Manager

Corporate Development Manager

Risk Manager

Startup Founder

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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