An Investors’ Rights Agreement is a complex legal document outlining the rights and responsibilities of investors when purchasing a company’s stock or other type 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 Rejection.
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 company 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 will maintain “true books and records of account” within a system of accounting in keeping with accepted accounting systems. The also must covenant that anytime the end of each fiscal year it will furnish each and every stockholder an account balance sheet belonging to the company, revealing the financials of enterprise such as gross revenue, losses, profit, and salary. The company will also provide, in advance, an annual budget for each year having a financial report after each fiscal fraction.
Finally, the investors will almost always want to have a right of first refusal in the Agreement. Which means that each major investor shall have the authority to purchase a pro rata share of any new offering of equity securities from the company. Which means that the company must records notice towards the shareholders within the equity offering, and permit each shareholder a certain amount of a person to exercise as his or her right. Generally, 120 days is handed. If after 120 days the shareholder does not exercise her own right, n comparison to the company shall have the option to sell the stock to other parties. The Agreement should also address whether or even otherwise the shareholders have a right to transfer these rights of first refusal.
There furthermore special rights usually awarded to large venture capitalist investors, like the right to elect one or more of the firm’s directors and also the right to participate in in generally of any shares made by the founders of the particular (a so-called “co founders agreement india template online-sale” right). Yet generally speaking, keep in mind rights embodied in an Investors’ Rights Agreement the actual right to join up one’s stock with the SEC, significance to receive information at the company on a consistent basis, and the right to purchase stock in any new issuance.