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Advising Entrepreneurs and Startups

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At our Wednesdays With Redchip event in February, our experts shared their top tips for early stage and growth businesses, including common pitfalls and simple steps you can take to help protect your clients at the outset including:

The best business structures for tax benefits and asset protection
Capital raising and grant eligibility
Identifying and protecting valuable IP assets
Managing key relationships and the agreements to have in place

Published in: Law
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Advising Entrepreneurs and Startups

  1. 1. Wednesdays With Redchip WELCOMETO
  2. 2. Advising Entrepreneurs and Startups “Back to Basics” IANTINDALE ANDTHOMAS BEVITT
  3. 3. In the Beginning… Three people walk into your office and tell you they want to start a new business together. They have a great idea, developed a cool product or service, but don’t know where to start and they need your help. Where do you start?
  4. 4. Why Businesses Fail Poor market research, marketing and sales Inadequate financial management Blind sided by external factors Poor leadership and management skills Lack of planning and execution (Research by University of SouthAustralia)
  5. 5. Structure - HaveThe End In Mind Benefits your structure should provide: • Operational flexibility • Asset protection • IP protection and commercialisation • RND incentives and grant eligibility • Taxation benefits - operational and exit
  6. 6. Different Structures A Co Pty LtdFamily Trust Considerations SoleTrader Trust Company Asset Protection    Ease of Sale  (asset sale)  (asset sale)  (asset sale)  (share sale) Patent, Registered Design, Copyright  tax – revenue  tax – revenue  (asset sale – tax – revenue)  (share sale – CGT discount) Other IP  CGT discount  CGT discount  (asset sale – no CGT discount)  (share sale – CGT discount) Income Flexibility    Stamp Duty Exemption (aggregation)  (non-aggregation) (aggregation)  (non-aggregation)  (aggregated asset sale)  (share sale)
  7. 7. IP Co Pty Ltd 100% Family Trusts Trade Co Pty Ltd 100% IP Co Pty Ltd Trade Co Pty Ltd Hold Co Pty Ltd Family Trusts Section 588V Corporations Law Preferred Structure Fig. 1 Fig. 2 Section 588V Corporations Act
  8. 8. Investor/s Shareholders Agreement Trading Co Pty Ltd IP Co Pty Ltd IP Licence Agreement IP Assignment Deed Benefits Of A Good Structure – Not Investor Ready Founder/s Investor/s Founder/s
  9. 9. Shareholders Agreement Trading Co Pty Ltd IP Co Pty Ltd IP Licence Agreement IP Assignment Deed New Co Pty Ltd Holding Co Pty Ltd Benefits Of A Good Structure – Investor Ready Founder/s Investor/s Section 588V Corporations Act
  10. 10. Formalising key relationships
  11. 11. Founders Ownership split Roles, responsibilities & KPI’s Potential risks Disbursing or reinvesting profit Business plan Funding operations Budget Exit Get on the same page with a Shareholders Agreement
  12. 12. Staff Employees or contractors? Sweat equity / vesting Retention strategies and growth drivers - ESS Awards and minimum pay – you can’t contract out of an award
  13. 13. Customers – How is your client getting revenue in? Revenue model Define engagement process Be clear on your scope Minimise risks
  14. 14. Suppliers, Distributors and Manufacturers Understand what you’re signing up to Ensure IP remains yours or is assigned to you Warranties from third parties Reasonable agreements
  15. 15. Identify Key Assets - KnowYour IP
  16. 16. Intellectual Property (IP) Rights WTO - Intellectual property rights are the rights given to persons over the creations of their minds. Provide IP owners with the ability to commercialise their creations Exist in many different forms and have different advantages
  17. 17. Confidential Information and Common Intellectual Property Rights Confidential Information (Trade Secrets) Copyright Patents Trade marks
  18. 18. • Information that provides your business a competitive edge • E.g. distribution methods, lists of suppliers and clients, manufacturing processes, formulas, business plans, recipes – think Coca-cola • Must have the necessary quality of confidence – if it is already in the public domain, it’s not confidential! • Offers perpetual protection – provided it is maintained Confidential Information – What is it?
  19. 19. • Legally enforceable right for a device, substance, method or process • Broad range of inventions – mechanical, scientific methods, pharmaceutical substances, software • Provides exclusive commercial rights to your invention (a monopoly) • Must be new, useful and inventive (or innovative) when compared with prior art Patents –The Framework
  20. 20. • File early – novelty is essential – once disclosed publicly, you risk losing the ability to protect your invention through patent registration • Provisional, standard and PCT (international) Patents – Get it filed
  21. 21. Copyright Literary works (including code) Dramatic works Artistic works Musical works Cinematographic films Sound recordings Broadcasts No registration (other than USA) Original Created by human Exception – employees Life of author + 70 years © [name of copyright owner] [year of creation]
  22. 22. Trade Marks • Key tips when coming up with a trade mark: • Unique • Distinctive • Search & Investigate • Register & Monitor • You can protect: • Shapes – Freddo Frog • Colours – TIFFANY • Sounds – Dolmio music, McCain “Ding” “A great trademark is appropriate, dynamic, distinctive, memorable and unique.”
  23. 23. The Good ,The Bad andThe Ugly….. SPOTIFY UBER UBER APPLE GOOGLE SPOTIFY
  24. 24. “I already own the business/company name so I don’t need the trade mark” “Trade marks provide exclusivity, business and company names don’t” “I have traded for years without problems, so I don’t need to bother” “Gain national protection so your rights aren’t restricted to the areas you have traded” “I am better off waiting to see whether my business is making money before I protect its name/logo” “If you’re infringing someone’s rights it will cost you a lot more money!”
  25. 25. Understanding Data And Privacy
  26. 26. Privacy Policies Do you need one? Collecting personal information Annual turnover >$3m Trading in personal information Health services Commonwealth contracted service providers What’s covered? Process of collection How intend to use When disclosed Rights of individual Where stored Tools for collection
  27. 27. Questions? Slide 27
  28. 28. 18 March: Personal Property Securities Register NEXT EVENTS
  29. 29. Wednesdays With Redchip THANKS FOR ATTENDING

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