Reviewing equity documents

The equity documents on an acquisition finance transaction will normally be negotiated between the sponsor, any other equity investor and the management team, with the lawyers for the lenders having the right to review and comment on the drafts.

This guidance note discusses the key considerations for lenders’ counsel when reviewing the main equity documents in an acquisition finance transaction, including:

• • the constitution of the top company in the group structure (Topco);
• • the shareholders' agreement, also known as the investment agreement or subscription agreement;
• • service contracts and bonus scheme documents;
• • shareholder subordinated loan agreement(s); and
• • downstream loan agreement(s).

See Reviewing equity documents.