List Of Investment Terms, What Is The Investment Clause List?

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< p > the share subion agreement, which will be signed between the investor and the invested enterprise, will contain the main clauses in the list of terms and conditions of the contract.

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< p > the importance of the list of investment clauses < /p >

< p > general investment companies have conducted some consultations with venture enterprises before submitting the list of terms and conditions, and have basically reached a consensus on the pricing and investment methods of enterprises.

The negotiation of the list of terms is the detailed negotiation on this basis. After signing the list of terms, the venture company has agreed that the two sides have agreed on the main terms of the investment contract.

Although this does not mean that the two sides will finally be able to reach an investment agreement, the investment agreement can only be carried out and finalized only if the agreed conditions are agreed on in the terms list.

At present, many domestic investment companies do not sign a list of investment terms, and begin direct due diligence and contract negotiations.

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< p > if the investment company is satisfied with the result of the due diligence, and at the same time, there is no significant change in the guarantee clause during the period from the date of signing the investment contract from the date of signing the contract to the formal execution of the investment paction, and the investment company will sign formal investment agreement with the start-up enterprise and invest the funds.

According to statistics, about 1/4 to 1/3 signed the list of terms and finally successfully reached the investment agreement.

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< p > theoretically, the list of terms is not legally binding, but generally speaking, both sides must abide by their promises from the perspective of credibility.

Therefore, although the list of these terms will be further refined in the formal investment agreement, it is not expected that some provisions can be rearranged in the later contract negotiations.

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< p > < a href= "http://www.91se91.com/news/index_c.asp > > investment clause list < /a > content < /p >

< p > the most important three aspects of the investment clause list are: < /p >

< p > * investment, valuation and investment tools; < /p >

< p > * corporate governance structure; < /p >

< p > * liquidation and exit method.

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< p > a typical list of investment terms includes: < /p >

< p > 1.

The amount of investment, (fully diluted) < a href= "http://www.91se91.com/news/index_c.asp" > share price < /a > ownership form; < /p >

< p > 2.

After a certain target is reached (such as IPO), an increase in the shareholding of an investment company; < /p >

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Prerequisites for investment; < /p >

< p > 4.

The time required for due diligence and financial audit is estimated; < /p >

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The proportion of preferred stock dividends; < /p >

< p > 6.

A reward or punishment that is linked to performance; < /p >

< p > 7.

Liquidation priority method; < /p >

< p > 8.

The method and conversion ratio of converting preferred stock into common stock; < /p >

< p > 9.

Anti dilution clause and ratchet clause; < /p >

< p > 10.

The right to give priority to shares and to grant (or pfer) rights; < /p >

< p > 11.

Buy back guarantee and valuation; < /p >

< p > 12.

The guarantee for the compensation of the invested company to the investment company; < /p >

< p > 13.

Board seats and voting rights; < /p >

< p > 14.

Protective clauses or one vote veto include: < /p >

< p > a.

Changing the rights and interests of preferred stock, < /p >

< p > b.

The increase or decrease in the number of preferred shares, < /p >

< p > C.

A new round of financing issuance of shares, < /p >

< p > d.

The Company repurchased the common stock, < /p >

< p > e.

Amending the articles of association, < /p >

< p > F.

The increase in corporate debt, < /p >

< p > G.

Bonus plan, < /p >

< p > H.

Mergers and acquisitions, pfer of controlling rights, and sale of all or most of the assets of the company, < /p >

< p > I.

Changes in board seats, < /p >

< p > J.

Issuance of common stock; < /p >

< p > 15.

Option plan; < /p >

< p > 16.

The right to know is mainly the business report and budget report; < /p >

< p > 17.

The applicability of the above provisions after the listing of the company's shares; < /p >

< p > 18.

The sharing of lawyers and audit fees; < /p >

< p > 19.

Responsibility for confidentiality; < /p >

< p > 20.

Applicable law.

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< p > because the requirements of each investor are different, the specific circumstances of each investor are different, and the list of terms will vary widely.

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< p > understanding investment clause list > /p >

< p > > many a href= "http://www.91se91.com/business/" > entrepreneurial entrepreneur < /a > are very puzzled by understanding the terms and conditions of the investment company's list, because the list of terms is full of strange nouns.

Although some articles are actually for the normal development of enterprises, they seem to be the unequal treaties signed by the great powers and the Qing government, or the contract of selling contracts between the long-term workers and the old landlords.

In the face of these investors who are making investment pactions all day long, enterprises seeking capital are often at an unfavorable negotiating position. Entrepreneurs need to know as much as possible about investment terms, and investment companies usually give financing companies a few days to seriously consider the content and potential impact of the terms.

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< p > for this reason, it is advisable for an entrepreneur to ask a financing consultant or lawyer to look at the list of terms before signing the list of terms, so that he can not rush to sign the list of terms without pressure or in order to express his cooperative attitude.

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< p > how to treat investment clause list < /p >

The investment trading structure of angel investors and many domestic investment companies (most state-owned investment companies) will be relatively simple. Investment instruments are generally only ordinary shares, and there are not many restrictions in general. P

They often do not sign a list of investment terms and start direct due diligence and contract negotiations.

And overseas investment companies may start with a letter of interest or/and term sheet before they start to do their due diligence.

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< p > the general terms list is non binding to both parties. The purpose is to agree on the terms of investment first, so as not to finally fail to reach agreement.

However, some investors have signed a list of terms with the financing companies, fixed the price of the enterprises, and locked the enterprises to discuss investment matters with other investment companies, but the investment time has been delayed for a long time. Even for such immoral behavior, entrepreneurs must be careful when financing.

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< p > if you negotiate investment terms with more than one investment company at the same time, never mention the name of another investor and the investment conditions they offer. Otherwise, you will not get two competing terms, but a list of joint investments. Investors will definitely contact each other by phone.

When you want to quote the quotations from other investment companies, be careful that they will join forces to bargain with you.

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