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Le clausole tipiche del contratto d’investimento per non arrivare impreparati

Photo of Luca Rossi Luca Rossi1 Marzo 2017
8.271 2 minuti

Le startup si confronteranno almeno una volta nel loro ciclo di vita, con la negoziazione e analisi della documentazione contrattuale relativa all’investimento. Di seguito una breve panoramica delle principali clausole utilizzate.

Modalità investimento: Nel contratto d’investimento vengono definite le modalità di ingresso dell’investitore all’interno del capitale sociale della società, specificando la tipologia dell’aumento di capitale, se in denaro o servizi, la valutazione pre-money, oltre alla composizione della compagine sociale a seguito dell’investimento. Generalmente viene prevista una clausola in cui gli altri soci si impegnano a rinunciare gratuitamente al diritto di opzione che spetta loro per legge.

Governance: Nei contratti d’investimento viene regolata con particolare attenzione la c.d. governance ossia la gestione della società. In particolare, si prevede il diritto dell’investitore di nominare uno o più membri nel consiglio di amministrazione e le materie in cui sarà necessario il voto favorevole del consigliere designato dall’investitore per la relativa delibera. Tale requisito viene richiesto ad esempio per la cessione di beni dell’azienda, acquisto di partecipazioni, approvazione del budget, ricorso a forme di indebitamento. Per quanto riguarda le delibere dell’assemblea dei soci spesso è richiesto il voto favorevole dell’investitore nelle ipotesi, ad esempio, di modifica dello statuto, aumenti di capitale, distribuzione di dividendi.

Clausola di Tag Along

E’ il diritto di covendita, ossia, il diritto accordato ai soci di minoranza di cedere la propria partecipazione, contestualmente alla vendita delle quote detenute dal socio di maggioranza, in modo che l’acquirente acquisti anche la partecipazioni di costoro. Nei contratti d’investimento tale diritto è proporzionale fra tutti i soci qualora non comporti il cambio del controllo della società; Preferenziale su tutte le quote dell’investitore qualora la vendita a terzi comporti il cambio del controllo della società.

Clausola di drag along

Tale clausola consente al socio alienante, a favore del quale è concesso il diritto, generalmente l’investitore, di obbligare gli altri soci a cedere le proprie partecipazioni in occasione della vendita della propria quota al terzo acquirente.

Clausole di opzione

L’opzione ricorre quando una parte del contratto si vincola verso l’altra (si obbliga ad esempio a vendere o a comprare a date condizioni) e l’altra si limita a prendere atto, riservandosi la scelta, c.d. opzione se accettare o meno entro un determinato lasso di tempo (c.d. vesting period). Le ipotesi principali sono:

Call option: Nei contratti d’investimento si possono trovare ipotesi di opzioni di acquisto in favore dei founder, i quali hanno diritto ad acquistare la quota dell’investitore ad un determinato prezzo, generalmente il valore nominale, decorso un determinato periodo di tempo oppure qualora ad esempio il percorso di accelerazione abbia avuto esito negativo. In altri casi l’opzione è attribuita all’investitore il quale ha diritto di acquistare ad un determinato prezzo una determinata partecipazione detenuta dai soci.

Put option: Nei contratti d’investimento si trovano anche opzioni di vendita in favore dell’investitore a vendere la quota a terzi ad un determinato corrispettivo, previste dopo un determinato lasso di tempo oppure nell’ipotesi in cui ad esempio gli altri soci non esercitino l’opzione di acquisto.

Liquidation preference: Tale clausola prevede che qualora si realizzi un evento liquidativo (es. distribuzioni di utili, fusioni, liquidazioni della società), l’investitore avrà diritto di ricevere in via preferenziale rispetto agli altri soci, una parte dei proventi fino all’importo pari alle somme investite nella società.

Clausola di antidiluizione: Le clausole antidiluizione sono quelle che si prefiggono la tutela dell’investitore in caso di successivi aumenti di capitale a valori inferiori alla valutazione pre-money specificata nel contratto d’investimento. L’investitore ha quindi diritto a ricevere gratuitamente o a prezzo scontato una partecipazione pari a quella che avrebbe dovuto avere se il valore fosse rimasto lo stesso.

Luca Rossi

 

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