Investment Agreements

GJW Gramza i Wspólnicy advises on the drafting and negotiation of investment agreements under corporate law, both in venture capital and private equity transactions, as well as in strategic investments, recapitalisations, and the admission of a new shareholder to a company. We support founders, shareholders, management boards, and investors in structuring documentation so that it is enforceable from a corporate law perspective, consistent with the company’s articles of association/by-laws, and effectively protects the parties’ economic interests.

We provide comprehensive legal support at the stage of preparing and negotiating documentation governing the terms of capital investment, the rules for subscribing for shares or stock, the post-investment corporate governance structure, the scope of investor rights, protective mechanisms, and the conditions for exit from the investment. Our advisory services cover both transactions carried out at an early stage of a company’s development and more complex investment projects involving mature companies and capital groups.

The scope of our services includes in particular:

• selecting the optimal investment structure, depending on the purpose of the transaction and the company’s situation (e.g. share deal, capital increase, issue of new shares or stock, convertible instruments),

• drafting and negotiating key investment documentation, including the term sheet, investment agreement, and shareholders’ agreement (SHA), as well as amendments to the articles of association or by-laws and the necessary resolutions,

• drafting and negotiating investment agreements for startups, taking into account the specific nature of financing rounds, relations with the investor, and the company’s further development,

• structuring the economics of the transaction, in particular valuation principles, price adjustment mechanisms, earn-outs, and mechanisms for profit distribution and further financing,

• safeguarding the parties’ interests through the proper structuring of representations and warranties (R&W), liability rules, escrow mechanisms, and conditions precedent and subsequent,

• regulating post-investment corporate governance, including the composition of corporate bodies, the scope of investor rights, the catalogue of reserved matters, decision-making rules, and control over the company,

• introducing anti-dilution mechanisms and defining the rules for subsequent investment rounds, including pre-emption rights,

• structuring exit mechanisms and the transfer of shares or stock (including drag-along, tag-along, lock-up, and call/put options), taking into account market realities and the parties’ interests,

• preparing solutions for founders and the team, including rules governing the acquisition and loss of equity rights, settlements upon termination of cooperation, and non-compete obligations, tailored to the company’s operating model,

• designing mechanisms for resolving disputes between shareholders (deadlock), including exit procedures and settlement arrangements,

• handling the entire process from the corporate and registration perspective — from drafting resolutions and notarisation steps to registration with the National Court Register (KRS) and ensuring consistency of the documentation.

Entering into investment agreements requires not only proper preparation of the legal documentation, but also an understanding of the parties’ economic objectives, the company’s intended development model, and the rules of cooperation between the investor and the existing shareholders. It is essential to structure the contractual provisions in such a way that, on the one hand, they enable the investment to be carried out efficiently and, on the other, adequately protect the interests of all participants in the transaction.

Our approach

We work in a way that ensures that the investment agreement is enforceable and serves the achievement of the parties’ business objectives: it clearly sets out the economics of the transaction while at the same time being properly embedded in corporate law and decision-making mechanisms. We also verify whether each key provision has been properly reflected in the company’s internal regulations (resolutions, amendments to the articles/by-laws, representation rules), so as to ensure real control, predictability, and investment security.