Newly published: “Der Beteiligungsvertrag – Venture-Capital-Finanzierung” (“The investment contract – venture capital financing”)

Dr. Elke Napokoj LL.M. and Dr. Michaela Pelinka LL.M., partners of bpv Hügel Rechtsanwälte in Vienna, have published the rights, obligations and opportunities of venture capital financing in the publication series “Vertragsrecht | Vertragsgestaltung” (“Contract Law | Contract Drafting”) in Linde Verlag on 200 pages, published by Armin Kammel and Gerhard Schummer. An investment with venture capital in companies entails many opportunities but also some risks.


This book shows you what you need to look out for in an investment contract. On the basis of numerous sample clauses, the advantages and disadvantages of an investment from the perspective of the target company, old shareholders and investors are explained. The focus is on the investment contract with its essential provisions.


The work equally addresses venture capital companies, industrial investors, public investors, private investors and target companies. With this book, nothing is in your way for a successful investment in companies.


Here is a short overview of the table of contents:

I. Forms of equity investments
A. Concept of venture capital financing
B. Delimitation of other financing
C. Market participants and their goals
D. Financing phases
II. The treaty
A. Pre-contractual agreements
B.  Investment agreement, shareholder agreement and statute / company agreement
C. Legal nature of the contracts
D. Relation between the statute / company agreement on the one hand and the investment contract and the shareholder agreement on the other
E. Interpretation of the investment contract, shareholder agreement and statute / company agreement
III. Investment contract – Essential Provisions
A. The investment by capital increase
B. Milestone financing
C. “Bindung der Gründer” (“Binding of Founders”) – Good Leaver and Bad Leaver Clauses
D. Guarantees – Warranty
IV. Shareholder Agreements
A. Voting Agreements and their Limits
B. Authorization rights
C. Information and disclosure rights
D. Occupation of Institutions
E. Sale restrictions
F. Dilution Protection Regulations
G. Proceeds Benefits
H. Employee participation
I. Enforcement of shareholder agreements
J. Termination of syndicate agreements
V. Statutes / Company Agreement
A. Minimum content
B. Optional provisions

For further information, please contact:
bpv Hügel Rechtsanwälte GmbH
Dr. Elke Napokoj, LL.M.
Dr. Michaela Pelinka LL.M.
ARES Tower, Donau-City-Str. 11, A-1220 Vienna
Phone (+ 43-1) 2 60 50-0, Fax. (+ 43-1) 2 60 50-13