Venture Capital Deal Terms: A guide to negotiating and structuring venture capital transactions by Harm De Vries & Menno Van Loon & Sjoerd Mol

Author:Harm De Vries & Menno Van Loon & Sjoerd Mol [De Vries, Harm]
Language: eng
Format: epub
ISBN: 9789082562316
Publisher: HMS Media Vof
Published: 2017-01-24T05:00:00+00:00

Board Representation: The supervision of the policies by the Management Board and all other tasks and duties as assigned to it will be entrusted to the supervisory board (the “Supervisory Board”), which at Closing will consist of [___] members comprised of (i) [___] member(s) elected upon the nomination of the holders of a [qualified] majority of the Series [] Shares (the “Series [] Director”), (ii) [___] member(s) elected upon the nomination of the holders of the Preferred Shares, (iii) [___] elected upon the nomination of [[ ] (the “Founders”)], and (iv) [___] person(s) who have specific expertise in the Company’s field of business elected by a [qualified] majority of all shareholders and who are mutually acceptable [to the Founders and Investors][to the other directors].

[In addition, [name(s) Investor(s)][so long as it [they] hold(s) at least [___]% of the [Series [] Shares] [outstanding shares] will have the right to designate one observer to the Supervisory Board, who will have the right to participate in discussions and to receive information, but will not be entitled to vote.]

The Supervisory Board will meet at least [quarterly] with intermittent teleconferencing for at least the first [twelve (12)] months after Closing.

The Company will pay the reasonable expenses incurred by members of the Supervisory Board in attending Supervisory Board meetings, including committee meetings, or otherwise representing the Company. Furthermore, [___] will receive an annual retainer of €[___] and a per-meeting fee of €[___].

[Following the Closing, the Supervisory Board will establish an audit committee and a compensation committee to be composed of the Series [] Director and [___]. The compensation committee will be responsible for reviewing and approving all option grants, as well as compensation of officers of the Company and all non-officer employees whose annual salary exceeds €[___]

The Company will [maintain][take out] D&O insurance in the amount of at least €[five (5)] million per occurrence.

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