Legal rules relevant to start-up companies and VC
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Legal rules relevant to start-up companies and VC

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Legal rules relevant to start-up companies and VC Legal rules relevant to start-up companies and VC Presentation Transcript

  •   Legal rules relevant to start-up companies and VC
  • LLC OR PUBLIC LIMITED COMPANY – CORPORATION
    • FOUNDING CAPITAL
    • DECISION MAKING AND GOVERNANCE
    • REPORTING AND AUDIT
    •  
    •  
  • ARTICLES OF ASSOCIATION
    • FOUNDING CAPITAL
    • SHAREHOLDERS MEETINGS
    • MANAGEMENT - 1 OR 2 TIER SYSTEM
    • DECISION MAKING PROCESS – REQUIRED MAJORITY
    • DIVIDENDS AND LOSS
    • TERMINATION
    • LEGAL CONSTRAINS
    • PUBLIC
    •  
    •  
  • SHAREHOLDERS AGREEMENT
    • PROVIDES FLEXIBILITY
    • THE PARTIES CAN REGULATE THEIR RELATIONSHIP IN MORE DETAIL
    • SECRET
    • NO LEGAL CONSTRAINS
    •  
    •  
  • KEY ARTICLES
    • APPOINTMENT AND DISMISSAL OF KEY MANAGERS
    • APPROVAL AND CHANGES OF THE BUSINESS PLAN AND BUDGET
    • FINANCIAL CONTROL OVER THE COMPANY
    • CHANGES IN THE ARTICLES OF ASSOCIATION OF THE COMPANY
    • NEW ISSUES OF SHARE CAPITAL
    • SIGNIFICANT CHANGES IN THE NATURE OF THE BUSINESS
    • MAJOR ACQUISITIONS AND DISPOSALS
  • KEY ARTICLES
    • NON COMPETITION AND CONFLICT OF INTEREST
    • DIVIDEND POLICY
    • BORROWING LIMITS
    • MATERIAL DEALINGS WITH INTELLECTUAL PROPERTY
    • DEALING BETWEEN THE COMPANY AND ITS SHAREHOLDERS
    • CHANGES IN THE STRUCTURE OF THE COMPANY (MERGER)
    • COMPANY SALE AND LIQUIDATION
  • KEY ARTICLES
    • RIGHT OF FIRST OFFER – If the company issues new shares in a future round, the original shareholder has the right to buy in pro-rata to maintain their ownership percentage.
    • RIGHT OF FIRST REFUSAL if one of the shareholders is trying to sell his shares to someone else, the other shareholders has the first right to buy those shares first.
    • DRAG ALONG: This is a right that enables majority shareholder to force minority shareholder to allow the sale of the company.
    • TAG ALONG : Other than where a transferor has exercised a drag along right, on any proposed transfer of shares which would result in a sale (consider again the appropriate triggers, e.g., >50% of shares or a transfer by key management of their stake), the other shareholders will have tag along rights to sell all/the same proportion of their interests to the purchaser. 
  • OTHER PROVISIONS
    • CONTRACTUAL PENALTY
    • TERMINATION AND EXIT
    • DISPUTE SETTLEMENT AND APPLICABLE LAW
  • MAJOR PLAYERS
    • Mark Zuckerberg – FACEBOOK
    • Sergey Brin and Larry Page - GOOGLE INC'S
    • Sulzberger's family - NEW YORK TIMES.
    • Eduardo Saverin
    • THANK YOU
    • www.businesslaw.mk