An Investors’ Rights Agreement is a complex legal document outlining the rights and responsibilities of investors when purchasing a company’s stock or other kind of securities. Investors’ Rights Agreements can cover several different rights awarded to the investors, depending on the agreement between the two parties. Almost always though the agreement will cover three basic investors’ rights: Registration rights, Information Rights, and Rights of First Refusal.
Registration Rights are contractual rights of holders of securities to have the transfer of those securities registered with the SEC under the Securities Act of 1933. In other words, Registration Rights entitle investors to force a small business to register shares of common stock issuable upon conversion of preferred stock with the Securities and Exchange Commission. A venture capitalist shareholder especially wants the ability to register his shares because registration provides it with the legal right to freely sell the shares without complying with the restrictions of Rule 144.
In any solid Investors’ Rights Agreement, the investors will also secure a promise via the company that they may maintain “true books and records of account” from a system of accounting consistent with accepted accounting systems. Supplier also must covenant that after the end of each fiscal year it will furnish to every stockholder a balance sheet of this company, revealing the financials of supplier such as gross revenue, losses, profit, and profits. The company will also provide, in advance, an annual budget for everybody year using a financial report after each fiscal three months.
Finally, the investors will almost always want to secure a right of first refusal in the Agreement. Which means that each major investor shall have the legal right to purchase an expert rata share of any new offering of equity securities using the company. Which means that the company must records notice towards shareholders from the equity offering, and permit each shareholder a degree of time to exercise any right. Generally, 120 days is extended. If after 120 days the shareholder does not exercise her / his right, rrn comparison to the company shall have selecting to sell the stock to other parties. The Agreement should also address whether not really the shareholders have a right to transfer these rights of first refusal.
There will also special rights usually awarded to large venture capitalist investors, like the right to elect several of the company’s directors and also the right to participate in the sale of any shares created by the founders equity agreement template India Online of the particular (a so-called “co-sale” right). Yet generally speaking, keep in mind rights embodied in an Investors’ Rights Agreement always be right to sign up one’s stock with the SEC, the ideal to receive information of the company on the consistent basis, and obtaining to purchase stock in any new issuance.