We help founders set up their company, secure their intellectual property and with financing matters. Furthermore, we also provide assistance and advice when dealing with all relevant legal issues, for example, relating to data protection, employment law, the drafting of customer agreements and general terms and conditions, or litigation. With our extensive experience and comprehensive expertise, we provide you with comprehensive advice, especially on the following topics:
Before a start-up can really take off, its founders have to make major decisions. First of all, the right legal form needs to be chosen, as this has a considerable impact on a number of aspects, in particular liability and taxation. Then, the corresponding articles of association and shareholder agreements must be drawn up. In the case of spin-offs or growth through mergers, restructuring measures may also be necessary.
Successful start-ups will go through several financing rounds during their lifetime. Whilst the commercial conditions (valuation, investment amount and participation) seem obvious at first glance, a large number of contractual provisions can have a considerable influence on the economic participation and subsequent dilution of the founders, e.g. liquidation preferences, drag-along rights, vesting regulations or the economic and tax classification of employee profit-sharing schemes.
Moreover, corporate management and control are usually also fundamentally influenced by the need for approval and the introduction of advisory boards.
In addition to classic financing rounds, there are also alternative financing options, especially in early phases and "dry spells", which, depending on the case, should take into account the urgent financing needs of the start-up and/or the increased risk of the investor. Convertible loans are the most common, however, other so-called mezzanine financing or combined financing methods may also be used, such as the silent partnership, profit participating loans, equity kickers, participation rights or (simple) subordinated loans.
Especially in the initial phase, start-ups often only have limited capital to attract qualified specialists. This can often be overcome by employee participation schemes, whether through granting shares, stock options, stock appreciation rights or virtual shares (phantom shares). In all these cases, the aim is to find and implement the right program for the respective start-up.
Tax issues are constant companions in the life cycle of every company. Be it the choice of legal form, share transfers, financing rounds or the various forms of employee participation. In each case it is essential that the structure is adapted to meet the individual conditions of the start-up.
Founders who want to take the leap across the pond and/or raise capital from US investors are often faced with the demand to relocate headquarters and at least part of the management to the USA. In this context, corporate law and tax aspects must be given careful consideration. As a simple transformation is not possible under the German Transformation Act (UmwG), alternative structuring solutions must be sought out.
Venture capital is always a temporary partnership. Venture capital funds can only secure the return on their investment through an exit. Because of fixed fund terms, working together with funds has an expiry date from the outset. As a result, the exit usually takes the form of a company sale or an IPO. In both cases it is important not only to pay attention to the right strategy and structure during the exit process, but also to work towards making the start-up "exit-viable" during the joint partnership.
The heart of the start-up is its underlying idea. Once this idea has been realized, start-ups should make sure they secure the rights to their development, product or business model as far as possible so they do not lose their biggest source of value creation (including the protection of intellectual property of portfolio companies). In Germany, intellectual property can be protected on the one hand as a registered right, such as a trademark or patent right. On the other hand, legal protection is also possible without registration, i.e. through copyright law or protection as a trade secret. For example, in order to effectively protect a trade secret, it is advisable to draw up a protection concept which also specifies appropriate protective measures, such as confidentiality agreements with contractual partners or employees. Luther is one of the leading law firms in the field of IP protection and can support your start-up with our vast experience and exceptional expertise. In addition, we can also advise your start-up from a competition law perspective, enabling you to make an optimal appearance in a competitive environment and protect your start-up from cost-intensive warnings under competition law.
In the wake of the ongoing digitalization, the protection of personal data is coming more and more into focus and is becoming increasingly important. Therefore, it is vital to take into consideration the relevant data protection regulations from the outset when setting up the start-up. Amidst the threat of sanctions and the importance for potential investors, it should not only be ensured that customer and employee data is handled correctly to conform with data protection standards, but also, for example, that authorization and deletion concepts and archiving systems are implemented in a manner in line with data protection rules. Our experts are continually providing advice on complex data protection issues and can therefore support and advise you based on extensive experience in data protection compliance.
It is also necessary for start-ups to enter into a variety of contractual relationships - whether these are rental, supplier, leasing, cooperation or customer agreements. Negotiating legally sound agreements requires legal expertise, which is often lacking in start-ups. We can help you recognize legal problems early on and find a solution to them enabling you to run your start-up under optimal conditions. Furthermore, we can advise you with regard to negotiating term sheets and draft the appropriate general terms and conditions.
Practice area Commercial & Distribution Law, Product Liability/Product Compliance >>
If you intend to transfer the rights of use of a developed product (at least in part) to third parties, you must first ensure that the rights of use are actually held by the start-up. If, for example, the product has been developed by employees or by external parties, the appropriate agreements must be drawn up to ensure that the start-up company has the exclusive rights to use the product. If rights are then to be granted to third parties, license agreements must be carefully drafted.
It also plays an important role for investors when making their investment decision that those IP rights that make up the value of the start-up are actually owned by the start-up. We provide comprehensive advice on IP transfers prior to or in connection with investment rounds. With your interests always in mind, we develop individual solutions, specially tailored to your start-up.
In the worst case scenario, disputes between shareholders may arise, which cannot be settled out of court. Then the last resort is to go to court. Once the mills of justice have started, all the steps must be well thought through. Attention must be paid to formalities and deadlines. In order not to lose sight of the main aspects, our lawyers can take over the entire process and only call on the managing directors and founders when it is absolutely necessary or requested.
Practice area Commercial & Distribution Law, Product Liability/Product Compliance >>
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