Investors’ Rights Agreements – The three Basic Rights

An Investors’ Rights Agreement is a complex legal document outlining the rights and responsibilities of investors when purchasing a company’s stock or other way 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 professional 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 authority 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 from the company that they may maintain “true books and records of account” in a system of accounting in line with accepted accounting systems. Corporation also must covenant that anytime the end of each fiscal year it will furnish each stockholder a balance sheet of the company, revealing the financials of an additional such as gross revenue, losses, profit, and monetary. The company will also provide, in advance, an annual budget for everybody year using a financial report after each fiscal quarter.

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 professional rata share of any new offering of equity securities from the company. Which means that the company must records notice towards shareholders for this equity offering, and permit each shareholder a degree of time to exercise their specific right. Generally, 120 days is since. If after 120 days the shareholder does not exercise her / his right, than the company shall have selecting to sell the stock to more events. The Agreement should also address whether or even otherwise the shareholders have the to transfer these rights of first refusal.

There furthermore special rights usually awarded to large venture capitalist investors, including right to elect some form of of the company’s directors along with the right to participate in generally of any shares made by the founders of supplier (a so-called “Co Founder Collaboration Agreement India-sale” right). Yet generally speaking, keep in mind rights embodied in an Investors’ Rights Agreement are the right to join up one’s stock with the SEC, significance to receive information of the company on the consistent basis, and good to purchase stock any kind of new issuance.