Episode 1- The Fundamentals
How to deal with legal issues
• Minimal budget for legal advice?
• Be aware of key legal issues
• Tension between rapid progress and
1. Early Stage: Starting Up,
• First steps: Confidentiality/Non Disclosure
• Company structure, with reference to growth and
further investment down the line, potential tax
• Fundamental documents for private companies:
– articles of association
– shareholders agreement
Overview of Early Stage:
Starting Up, Incorporation etc
• Ensuring the smooth running of the business if founding
members leave or perform poorly:
– pre-emption rights
– good leaver/bad leaver provisions
– options/vesting of shares based on time spent or results
– non-compete clauses
• What is your planned exit from the business? Do the co-
– drag along/tag along
2. Protection of Intellectual
Potential pitfalls of not protecting your IP
• What protection is available?
– patents: will you meet the strict requirements? Where should you
register: EU and/or USA?
• Other options:
– trade marks
– design rights
– database rights
Protection of Intellectual
• Safely commercialising your rights: licensing
• Avoidance of infringement of other’s rights: who is the rights-
– Text, image, music, video: have you obtained the necessary
– Passing off
3. Up and Running, Avoid the
• Directors’ duties:
– to act in accordance with company’s constitution,
– to promote success of Company for benefit of
– broader considerations: community and environment
Up and Running, Avoid the
• The company is struggling to pay creditors: do my
– wrongful trading, personal liability,
• Good corporate housekeeping: recording
decisions, board procedure, minutes, AGM’s etc
• Raising investment,
– Are you investor-ready? Ready for due-diligence
4. Health and Safety for Your
• Terms and Conditions of use.
• Potential liability for website content:
– User-generated content
– Infringement of Copyright
– Takedown policy
• Applicability of website Terms and Conditions of UK-based start-up
in other jurisdictions
• Your standard terms and conditions:
– Are they clear?
– Are there any unfair provisions in relation to consumers?
• Typical pitfalls for early-stage entrepreneurs in relation to contract
– Nothing in writing
– Email communications: has a binding contract been reached? What
exactly are the terms?
5. Understanding Contracts,
• You are entering into a major contract, what should you look out
– Do you understand the implications of all the terms?
• unclear, onerous or open-ended obligations,
• minimum period, exit options
• IP rights
• How do you get out of a contract if it is no longer working for you?
– Safe termination: notice provisions? Penalty clauses?
– Is one of the parties in breach? Is it a minor breach or a fundamental
– Avoid a claim for damages for wrongful termination.
• Debtors - managing cash flow and debt recovery:
– Know your rights: late payment interest on B2B debts
– Your invoice is not being paid, what are your options?
• statutory demand, insolvency proceedings
• Court proceedings
• What are the hot legal buttons for
– Keep them on your radar at all times,
– Take care now to avoid problems later
– Problems become a major distraction
• Litigation: if you are successful you
may be a target
Linked In: http://uk.linkedin.com/in/adriancorbett