ASA and shareholders agreement for one connected capital raise

That usually makes sense where the raise has two distinct layers to document. The ASA records the investment arrangement itself, including how the investor money comes in and what happens later under the agreed mechanics. The shareholders agreement then deals with the ongoing relationship between the people who hold shares, such as governance, transfers and decision-making. If you only document one side, you can end up with a gap between the funding terms and the rules that apply after the shareholding position changes. Using both documents can help keep those stages aligned.

The ASA often deals with the investment amount, conversion or issue mechanics, pricing concepts, trigger events and what happens if the expected next round or other event does not occur. The shareholders agreement usually covers matters such as board involvement, voting arrangements, information rights, restrictions on share transfers, pre-emptive rights and exit-related provisions. The exact split depends on the deal. Part of the drafting exercise is making sure the two documents do not overlap awkwardly or leave important founder and investor rights sitting in inconsistent places.

Key inputs usually include the amount being raised, who the investors are, the current cap table, any special investor protections being requested, and whether founders are keeping particular control or veto positions. We also need to know whether there is an existing constitution, shareholders agreement or earlier investment paperwork that the new documents need to fit with. Completion steps can depend on the company records and any existing shareholder arrangements, so those background documents can materially affect the drafting approach and whether extra clean-up work is needed.

Templates can be useful for spotting common concepts, but they often fall short once a real round has negotiated economics and governance points. A generic ASA may not match the agreed pricing mechanics or trigger events, while a generic shareholders agreement may include rights that do not fit your cap table or founder arrangements. The bigger risk is inconsistency between the two documents. If they use different assumptions about investor rights, future share issues or decision-making, that can create friction later. Tailored drafting is often more valuable where the round is moving beyond very simple founder-friendly terms.

Timing usually depends on how settled the commercial terms are and whether there are existing documents to review first. A round with agreed economics, a clear cap table and settled governance asks will generally move faster than one where investors are still negotiating core rights. Once we have the key deal points and relevant background documents, we can prepare the first drafts and then refine them through the included revision process. If major terms are still moving, it is often more efficient to stabilise those points before the documents are heavily revised.

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