Investment and Shareholders Agreement: established business multiple investors
Combined investment and shareholders agreement for the investment by multiple investors in an established business. The agreement covers the investment transaction and also acts as the shareholders agreement between the investors and the founders of the company.
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When do I use this document?
- for an investment by multiple investors in an established business
- as a combined subscription and shareholders agreement
- for full-form warranties to reflect the trading history of the company and any subsidiaries
- in conjunction with new Articles of Association – for Paper Rock’s accompanying Articles of Association, see Articles of Association – established business multiple investors
- for investment in a private limited company incorporated in England and Wales
What are the key features?
- full form investment/subscription and shareholders agreement (ISHA)
- 31 clauses and 5 schedules over 46 pages
- subscription: mechanism and terms for the subscription for shares by the investors
- conditions: conditions to the closing of the investment (if applicable)
- completion: completion of the investment, including the issue of shares to the investors and payment by the investors
- warranties: warranties from the company and, if agreed, the founder shareholders
- limitations on liability: limitations on potential liability under the warranties of the company and, if giving warranties, the founders
- investor rights: exercisable by a majority of the investors
- directors:
- investor director: investors’ entitlement to appoint a director
- other directors: the founder shareholder(s) rights to appoint a director
- board proceedings: how proceedings of the board will be conducted
- future share issues: pre-emption rights on the issue of new shares
- share transfers: rules governing the transfer of shares, including:
- pre-emption rights on share transfers
- compulsory transfer events, including founder good and bad leaver clauses
- tag-along and drag-along rights
- reserved matters: matters requiring prior approval from the investors (acting by investor majority) and other shareholders
- information rights: rights to information for the investors and other shareholders about the company and its finances
- restrictive covenants: restrictions on the founders from competing with the company andsoliciting the company’s customers, suppliers and employees
What other documents are available?
For separate documents consisting of a Subscription Agreement and Shareholders Agreement for investment by multiple investors in an established business, see
- Subscription Agreement – established business multiple investors
- Shareholders Agreement – established business multiple investors
For a combined Investment & Shareholders Agreement for an established business with a single investor, see
For combined Investment & Shareholders Agreements for a start up business, see
When do I use this document?
- for the grant of both a put option and call option over shares in a private limited company
- so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares
What are the key features?
- 24 clauses over 16 pages
- grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
- put option exercise and form of exercise notice
- call option exercise and form of exercise notice
- mechanics for sale and purchase of option shares
- warranties and undertakings from the seller
What else do I need to know?
The principal matters which the parties to a put and call option agreement will need to negotiate include:
- option shares: the number of option shares
- exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
- exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
- exercise price: the price payable for the shares
What other docs are available?
For alternative option agreements over shares, see:
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Updated by a lawyer on 02/07/2025
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