1273060572 987
Investment Readiness Legal Aspects
Simon Hewes, Partner Bond Pearce LLP 25 March 2009
Sources of finance • Grants • Collaborations & Joint Ventures • Initial Finance: – “friends and family” – “Business Angels” • Private Equity • Debt
Getting the basics right • Special Purpose Vehicle – clean company – should hold rights – but, subject to tax advice
• Company secretarial, including issue of shares – get it right!
• Intellectual Property Rights – record everything
• Commissioned work and studies – clarity in relation to IPR
Getting the basics right (cont’d) • Subsidised work and contributions – clarity in relation to rights of parties
• Confidentiality agreements/NDAs – get them
• Employment and consultancy agreements – ownership of IPR
Investor due diligence • Make it easy for investors • Management and review of information/documents • Know your strengths and weaknesses • Be consistent and rigorous, don’t hide weaknesses • Warranties, disclosures and limitations • Your other activities • Risk of misrepresentation
Regulatory issues • Offer of securities to the public • What to look out for
Beggars can’t be choosers • Dangers of “fudging it” • Know your long term plan, with some flexibility • Short term agreements should be consistent with long term plan • Dilution of founders and early stage investors • Working with investors: – what you can’t do – what you can – help keep fees down
Contact Simon Hewes Direct line
+44 (0)845 415 6950
Mobile
+44 (0)776 735 2137
E-mail
[email protected]
Simon Hewes, Partner Bond Pearce LLP 25 March 2009
Sources of finance • Grants • Collaborations & Joint Ventures • Initial Finance: – “friends and family” – “Business Angels” • Private Equity • Debt
Getting the basics right • Special Purpose Vehicle – clean company – should hold rights – but, subject to tax advice
• Company secretarial, including issue of shares – get it right!
• Intellectual Property Rights – record everything
• Commissioned work and studies – clarity in relation to IPR
Getting the basics right (cont’d) • Subsidised work and contributions – clarity in relation to rights of parties
• Confidentiality agreements/NDAs – get them
• Employment and consultancy agreements – ownership of IPR
Investor due diligence • Make it easy for investors • Management and review of information/documents • Know your strengths and weaknesses • Be consistent and rigorous, don’t hide weaknesses • Warranties, disclosures and limitations • Your other activities • Risk of misrepresentation
Regulatory issues • Offer of securities to the public • What to look out for
Beggars can’t be choosers • Dangers of “fudging it” • Know your long term plan, with some flexibility • Short term agreements should be consistent with long term plan • Dilution of founders and early stage investors • Working with investors: – what you can’t do – what you can – help keep fees down
Contact Simon Hewes Direct line
+44 (0)845 415 6950
Mobile
+44 (0)776 735 2137
[email protected]
