Jurisdiction(s):
United Kingdom

Key definition

Syndication definition

What does Syndication mean? Syndication describes two or more funding parties—investors, lenders or underwriters—joining the same transaction, usually with a lead party arranging terms, coordinating due diligence and documentation, and managing ongoing decisions. It is a descriptive market term rather than one generally defined by legislation or case law. The legal effect arises from the transaction documents: for example, LMA-based facility and intercreditor agreements in syndicated lending; an underwriting agreement for securities offerings; or an investment, shareholders’ or co-investment agreement in venture capital. Typical legal features include: pooling capital; allocation of risk and returns pro rata or as agreed; appointment of a lead investor, arranger, agent...

Investor syndication clauses for subscription and shareholders’ agreement: transfers of Investor Shares/Loan Notes, investor eligibility and board consultation, company costs, non-reliance/no fiduciary duty, and co-ordinated enforcement

Published by a LexisNexis Corporate expert

Precedents

Add the following new clauses 11.4 to 11.8:

Subject to clause 11.5, after Completion and notwithstanding this Agreement or the Articles, [ insert names of original investor/s ] (Syndicator) may transfer to any Syndicatee any Investor Shares [ and/or any Loan Notes ]. All other Parties consent and shall, so far as able, use their Company rights (as Shareholder and/or director) to give effect.
Syndication proceeds only if:
1. the Syndicator consults in good faith with the Board on the Syndicatee, where practicable (no veto); and
2. the Syndicatee is a [ venture capital OR institutional investor ] [ who is a full member of either the British Private Equity & Venture Capital Association or of the European Private Equity & Venture Capital Association ].
The Company bears reasonable Syndication costs.
The Syndicatee confirms it has not relied on any information, advice, appraisal or investigation by/for the Syndicator, will assess matters itself, has no fiduciary relationship with the Syndicator, and that the Syndicator owes no duty or liability for its investment.
With multiple Investors, no action for any Obligation breach until all are notified and agree a course by Investor Consent; costs borne pro rata by equity shareholding...

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Web page updated on 22/05/2026

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