An Investment Subscription Agreement sets the terms for an investor‚ purchase of securities in a company or fund. This playbook addresses representations, closing conditions, and investor rights under applicable securities laws.
Why This Matters: Choosing a familiar, stable jurisdiction provides predictability and reduces legal uncertainty. Well-defined forum clauses prevent jurisdictional disputes and streamline dispute resolution.
Negotiation strategy
If you're the Company:
Advocate for a jurisdiction with a strong legal framework, such as New York, to ensure predictability and enforceability. Insist on arbitration to minimize litigation costs.
If you're the Investor:
Negotiate for a jurisdiction that offers favorable laws for your operations. Consider arbitration to avoid lengthy court proceedings.
Essential elements
1
Governing Law Clause
Specifies applicable legal system.
2
Jurisdiction Clause
Determines forum for disputes.
3
Arbitration Clause
Outlines arbitration process.
Action framework
ACCEPT
Propose edits if the jurisdiction is unfamiliar or unfavorable.
EDIT
Reject if the clause imposes undue risk or complexity.
ADD
Add if clauses are missing or incomplete.
PRO TIP
Always ensure the chosen jurisdiction aligns with your business interests and risk profile.
Example clauses
FAVORABLE
Preferred Jurisdiction Example
"This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to its conflict of laws principles."
NEUTRAL
Standard Arbitration Clause
"Any dispute shall be settled by arbitration in accordance with ICC rules."
UNFAVORABLE
Unfavorable Jurisdiction Example
"This Agreement shall be governed by the laws of Texas, which may require additional protective provisions."
Fallbacks
Cross-Border Transactions
In cross-border deals, select a neutral jurisdiction to avoid bias and ensure fairness in dispute resolution.
High-Risk Projects
For high-risk projects, prioritize jurisdictions with robust legal systems to mitigate potential legal challenges.
Technology Agreements
In tech agreements, choose jurisdictions with strong IP protection laws to safeguard innovations.
FEATURED SOLUTIONS
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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.