The Legal process

Once the investment terms have been agreed, these should be integrated into the main legal documents  which will typically comprise those set out below:

  • Investment and shareholders’ agreement: this document sets out the terms of the investment and regulates the relationship of the shareholders once the investment has been completed. It will address the specific rights of the Angel Investor(s), such as rights to appoint directors, to receive information on the business and to veto certain actions of the company as well as usually containing warranties as to the company’s business.
    CLICK HERE to access Model Shareholders Agreement Template and Guidance
  • Articles of Association: typically, new articles of association are adopted on completion of the funding which will set out the company’s internal regulations and deal with its management and administration. They deal with matters such as transfers of shares, dividends and voting rights, and complement the investment and shareholders’ agreement.
    CLICK HERE to download model Articles of Association and Guidance.
  • Disclosure letter: the disclosure letter sets out disclosures against the warranties contained in the investment and shareholders’ agreement. Warranties and disclosure are key elements of the transaction documents and will be contractually binding on the parties, this can help to ensure that specific and detailed disclosures are made by the company, as opposed to the often rather general responses which due diligence flushes out. If any warranties are not true, and this is not brought to the attention of the investor(s) prior to completion of the investment, the investor(s) will potentially have a claim against the warrantors for losses which they suffer as a result.
    CLICK HERE to download the Legal and Technical Guide covering all the key aspects of the Legal Process

You should always obtain legal advice to finalise all documentation related to your investments!