Training: “Angel Investment Legal And Documents” by CAIN Cohort 02

On Saturday, 6th August 2022, CAIN Program Cohort 02 held a workshop on “Angel Investment Legal and Documents”at BasisPoint Cambodia, led by Mr. San Sokprapey, Head of Compliance, CiC Plc.


  • To share some legal aspects needed to know before, during and after investing
  • To share the purposes and contents of investment-related documents (such as term sheet, shareholder agreement….)

Key Takeaways:

  • Challenges of Investment Agreements:
    • All aspects are important so due diligence can be sophisticated, costly & time consuming.
    • Different variances in investment structure
    • Term and conditions, general templates largely vary from case to cases
  • Factors influencing Investment Agreements
    • Aim of the investment
    • Stakeholders of the investee
    • Key focus in the investee
    • Key elements of the deal structure
  • Process of making Investment Agreements
    • Interaction: NDA Signing: Share confidential data and produce key element of the offer
    • General Due Diligence: Examine the info and produce key elements of the offer
    • Term Sheet: Key elements of the deal and open the way for in-dept due diligence
    • In-dept Due Diligence: Commercial DD, Financial DD, & Legal DD
    • Deal Closing: Signing Agreements, SPA/Subscription, SHA, Agreement of Loss (Aol), etc.
  • General Notions of Non-Disclosure Agreement
  • Kind of Gentlemen Agreement
  • Protect disclosed info of each other
  • Executed at the very beginning
  • General Notions of Term Sheet
  • Non-binding offer
  • Open way for in-dept DD
  • Lay down key elements: number & class of shares purchase, price, valuation method, board seat, condition precedent/subsequent, exit
  • General Notions of Definitive Agreements
  • Examples: Share SPA / Share Subscription, Shareholder Agreement / Accession Agreement
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