30 October 2018

The Singapore Academy of Law (“SAL”) Promotion of Singapore Law Committee and the Singapore Venture Capital & Private Equity Association (“SVCA”) have launched the Venture Capital Investment Model Agreements (“VIMA”) to help start-ups and investors in Asia structure deals faster and more cost-efficiently.

Launched on 23 October 2018, the VIMA are a set of contracts that balances the interests of investors and investees, narrowing the scope of open issues subject to negotiation by the parties and helping the parties reach common ground more quickly. Drafted in a simple and reader-friendly form, the model agreements include explanatory notes to help users decide the position they wish to take based on their relative bargaining positions. Targeted at pre-Series A and Series A financing rounds, the initial suite of documents comprises:

  • a Venture Capital Lexicon (to explain and align important venture capital terms and concepts)
  • a Non-Disclosure Agreement 
  • a Convertible Agreement Regarding Equity (CARE) 
  • a Term Sheet 
  • a Short Form Term Sheet 
  • a Subscription Agreement  
  • a Shareholders’ Agreement

More documents will be introduced to meet the needs of stakeholders in the venture capital industry.

The VIMA initiative is supported by an SAL Working Group. Allen & Gledhill is pleased to be one of three law firms participating in the Working Group, and to have contributed our expertise in the preparation of the initial suite of documents. Our familiarity with the VIMA means we are well-positioned to help our existing clients transition towards incorporating the VIMA in their transaction documentation, and to help new clients who are eager to use the VIMA in their transactions.

Incorporating Singapore law as the governing law and Singapore as the chosen dispute resolution forum, the VIMA come amidst the increasing recognition and acceptance of Singapore as an international dispute resolution hub, and Singapore law as a well-suited choice for governing regional transactions.

Reference materials

The Venture Capital Investment Model Agreements are available for free download on Singapore Law Watch www.singaporelawwatch.sg by clicking here and the SVCA website www.svca.org.sg by clicking here.


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