Insights

Anti-Dilution Clause May Prevent Company from Issuing Additional Shares

The representation that the company may issue additional shares in the future means that the company may dilute the shares of the subscriber at will. A subscriber who does not wish to give the issuer the ability to dilute their shareholding may require that anti-dilution provisions to be included in the subscription agreement.

The largest shareholder (Caitlyn Limited) of Azumah Resources holding 13% of the shares, reinvested $2.1 million. As part of the investment, the subscription agreement contained an anti-dilution clause where the shareholder was to maintain its 13% equity holding for 12 months.

Read the article here.

Take away:

  • When subscribing to shares of a company, consider negotiating an anti-dilution provision in your subscription agreement to avoid having your equity holding in the company significantly diluted.
  • Term Sheet
  • Letter of Intent
  • Representations and Warranties
  • Subscription Agreement
  • Company Formation
  • Share Purchase Agreement
  • Investor Term Sheet
  • Memorandum of Understanding

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk.

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