Drafting a balanced investment agreement between two parties
Our team of corporate solicitors will:
- Help entrepreneurs and investors discuss the terms you should include to protect your respective interests.
- Help you decide the nature of the investment including whether the funding will involve an equity stake for the investor or represents a loan.
- Help investors carry out due diligence on the target company.
- Advise you on tranches of funding and set milestones that must be achieved before the company receives each tranche of funding.
- Help you define the parameters of any funding conditions so that these are fair and balanced between the needs of the investors and those of the business.
- Draft the completion mechanics so that each party is comfortable with the process to be followed before initial funding and subsequent tranches will be paid.
- Make sure that the warranties and any restrictive covenants offered by the founders are appropriate for the business’s trading history.
- Help you obtain third party consents if these are required.
- Advise and assist on appointments to the board of directors.
- Draft new articles of association, or amend the existing articles of association, to be in line with the proposed investment agreement.
- Draft exit conditions and advise on the appropriate exit points for investors.
- Draft, negotiate and complete the investment agreement on your behalf.
What our clients say
We pride ourselves on delivering an excellent service for clients, but don’t just take our word for it.
We use Harper James because they understand the venture capital sector we operate in, know our business inside out and are always on hand to assist us in any way we need.
Harper James provide a cost effective, responsive and versatile service and provide us with access to legal teams that are experienced, commercially focused and well-resourced. Most importantly they are extremely familiar with the SME market and know the venture capital sector well.
The support, advice and guidance from Harper James was absolutely vital. Shubhu, Callum and the team there were always on hand to deal with any issues that we needed help with as the deal progressed. This is an exciting new stage in the development of the business.
Our scale of growth would not have happened without the support of Harper James.
Our longstanding relationship has enabled us to get deals over the line quickly and efficiently, with minimum fuss or kickback from opposing lawyers representing the companies we’re investing in. I find the legal team at Harper James efficient, smart and personable. Speed is of the essence for early stage investing and Harper James recognises this and acts accordingly.
Harper James have been incredibly professional and responsive. They immediately understood the challenges we have. Not only those of any small business, but those relating to building a piece of complex tech, and they have been able to help us navigate that from a legal perspective.
What attracted me to Harper James was the pricing model they have in place. It means we get access to top legal professionals at prices we can afford. In our most recent funding round, the support we received was vital.
Reliable but straightforward legal advice and support. Delivered at a very cost effective price point.
Experience of your team and how they make it simple to understand the options and what is required. Value for money.
Stephen was very helpful, pragmatic and where appropriate, entertaining. We were grateful for the way Stephen advised us in layman’s terms, showing patience to ensure we understood the transaction and were able to move to completion. I value the relationship we have developed with Harper James over the last few years and would recommend them to others.
Investment agreement essentials
A well-drafted investment agreement helps both investors and businesses monitor and contain the risks associated with the investment. Removing ambiguity and ensuring that the obligations and rights are clear will prevent any confusion or disagreement after the investment is complete. Working with you to understand what you need to achieve from your investment agreement, we will help you answer the following questions:
- How can I make sure that the investment agreement mitigates risk to both sides?
- If the investment will be staged (offered in tranches), what process should be followed as each tranche is made?
- What milestones should be achieved by the company before each tranche can be awarded?
- How can I make sure that these milestones are realistic and achievable?
- What warranties should the company or the founders give in connection with the award of funding?
- Will the terms of the investment require the adoption of new articles of association?
- Should founders be subject to restrictive covenants to restrict their ability to compete with the company? If so, what is fair and reasonable in the circumstances?
- How might existing shareholders be impacted by an investment agreement and will I need to get their consent to the new agreement?
- Should I have the right to appoint a director or an observer to the board?
Benefits of using a specialist to review your investment agreement
Rely on experts to negotiate on your behalf
We understand that both founders and investors need to maximise the benefits of the funding arrangement and minimise the risks associated with longer-term financing arrangements. We’ll be on hand to ensure that negotiations are as balanced as possible and protect the interests of all parties, while ensuring that the investment agreement does not create restrictions which will negatively impact the business’s objectives for the future.
Improve your access to capital
Sophisticated investors are experienced in protecting their interests and know what they’re looking for when entering into an investment agreement. We can ensure your business is attractive to investors by putting together an agreement that suits your business goals and balances the risk to both sides.
Stage investment to suit your strategic goals
Whether you’re an investor or an entrepreneur, you’ll want certainty when placing or receiving funding. A good investment agreement will provide comfort to all parties as to when, and on what conditions, staged funding will be advanced so that entrepreneurs can concentrate on operating and growing their business and provide good returns to investors.
Minimise the risks associated with funding early-stage businesses
Start-ups, early-stage, and rapidly growing businesses need to be sure that they will be able to unlock funding as their offering develops. Equally, investors need reassurance that the companies in which they invest are taking proper account of the risks involved as they scale and grow. We can help craft an investment agreement where risk is appropriately monitored.
Who we help: Founders, investors, and entrepreneurs
We support founders and investors with a range of complex funding arrangements, agreements, and transactions. As champions of entrepreneurship, we understand the complexities that come with scaling a business and how vital it is for you to access expert legal support at each stage in your business’ growth. That’s why we offer a holistic approach when providing legal advice across a range of services. Starting with your investment agreement and getting to know your business objectives, we can gain a clear understanding of your specific challenges and provide you with the ongoing legal support necessary to thrive.
Examples of our work
Future Fund grant enables Do IT to do more
6 October 2020
A fast-growing start-up which helps people find ‘good things to do’ in their community has secured a Future Fund grant, with the legal support of …
AI mining disruptors IntelliSense.io strike gold in new funding round
16 September 2020
Harper James Solicitors has helped industrial artificial intelligence company IntelliSense.io to secure investment which will help it expand globally. Our team – who are experts …
Specialist skincare start-up gets funding boost
3 September 2020
Harper James Solicitors has supported a cosmetics and skincare company to secure major new investment, which will help it expand internationally. Our team worked with Jennifer …
Top UK start-up credits Harper James for early success
27 August 2020
With many companies planning to keep working from home policies in place post-lockdown, one issue is becoming increasingly important. How do you ensure a remote workforce …
Novoville wins TechForce COVID challenge with its AI-powered civic engagement app
27 July 2020
Tech start-up Novoville says the ‘smooth and straightforward’ support from Harper James Solicitors is helping them to succeed, following their win of a major government …
SonicJobs gain pre-Series A funding to develop their recruitment app
22 July 2020
A mobile app revolutionising how candidates search and apply for jobs has achieved a major investment boost which will dramatically help accelerate its growth. SonicJobs secured …
Why choose Harper James Solicitors?
Harper James Solicitors has been purpose-built to give start-ups the legal advice they require quickly and in the most cost-effective way possible. With our legal subscription plans, you can swiftly access an expert team of solicitors across a range of business legal services on a continuous basis so that you can lean on our expertise as and when you need to.
More specifically, our corporate team has years of experience supporting high-growth businesses. Rest assured; we can provide you with pragmatic advice in plain English for all of your corporate matters. Our corporate lawyers have worked at some of the top law firms in the UK, as well as provided in-house counsel for large, international firms. This varied experience means that we are capable of identifying and targeting vital opportunities for further negotiation, and if there isn’t that opportunity, provide you with the necessary advice on the next steps to take.
Find out more about the corporate team here:
Abby Watson is a corporate solicitor, specialising in private equity investments, mergers & acquisitions, EMI share schemes, corporate finance and governance and more.View profile
Adam Kudryl is a Partner and Corporate & Commercial Solicitor at Harper James Solicitors, specialising in strategic investments, acquisitions and sales.View profile
Corporate Solicitor & CEO
Toby Harper is the CEO & Founder of Harper James Solicitors, as well as a corporate & commercial solicitor. He specialises in venture capital and the tech sector.View profile
Jas is a corporate partner at Harper James Solicitors, advising on corporate governance, mergers & acquisitions, venture capital & investments.View profile
Stephen is an experienced corporate lawyer, with a career including time at DLA Piper and Pinsent Masons. He specialises in mergers and acquisitions and private equity work.View profile
Shubhu specialises in early-stage fund raisings, shareholder arrangements and M&A. Prior to joining Harper James she worked at Mills & Reeve and before that at Addleshaw Goddard and Slaughter and May.View profile
Our three transparent pricing packages are designed to give you the widest possible access to high-quality legal advice, whatever the size and nature of your business:
Straightforward access to senior solicitors at a competitive rate.
An affordable solution for businesses needing one-off legal support. Receive ‘City’ partner-level expertise at a fraction of ‘City’ prices.
Have legal peace of mind for £189 per month with additional support from £99 per hour.
A monthly subscription legal support package specifically designed for start-ups and smaller businesses.
For businesses requiring 60+ hours of support a year, with prices equivalent to £99 per hour.
Fully account managed quarterly subscription service for businesses with more complex legal needs.