| Course Details |
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| (Webinar via Zoom) Venture capital agreements - do's and don'ts |
| Date: |
21 October 2024 (Monday) |
| Time: |
2:30pm - 5:45pm |
| Level: |
I (Intermediate)
For delegates who have prior knowledge of the subject area |
| Language: |
English |
| Fee: |
HK$ 1,850 |
| Accreditation: |
(3 CPD Points being applied for - The Law Society of HK) |
| Ref: |
L24CC14 |
| Venue: |
Webinar Course
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Presenter's Biography:
Guy Facey, Partner, Facey & Associates
Guy has practised international law for over 30 years. Guy trained and practised company / commercial law at Lovells in London, then came to Hong Kong in the 1980s to do corporate finance with Deacons. He then returned to London to go in-house (he has twice been in-house in manufacturing industry) in an aerospace and automotive engineering group doing major M&A deals, before becoming the corporate partner in a niche London firm. He has been working with Chinese businesses from 2004, worked in the first mainland Chinese law firm in London; and returned to Hong Kong in 2008. He graduated in European languages, taught himself Mandarin and has always used his languages in international corporate deals. Guy advises on a broad range of corporate projects, most of which are international and many of which involve the manufacturing sector.
Tom Hope, Senior Consultant, Facey & Associates; Co-founder, Appella
Former partner and head of Brand Protection at the international law firm Linklaters (clients included Gucci, Sony, De Beers and the Mandarin Oriental Hotel Group), Tom has over 30 years' experience of advising on intellectual property issues in relation to business development. He is qualified as a solicitor in Hong Kong (senior consultant with Facey & Associates) and England (non-practising). He is also a director of Appella Limited, a brand naming agency, specializing in creating global ‘names to go'.
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Outline:
- General and Deal Planning for investors:
- What's the business and its USPs?
- Intellectual property:
- What's already protected?
- What else can/must be protected and how?
- Patenting: budget/timeline/expertise
- Branding:
- New name for the business?
- Registering trade marks: budget/timeline?
- How is it owned?
- How was it created?
- What confidentiality measures are in place?
- Further due diligence required?
- Key directors / employees: locked in?
- Key contracts: affected by investment restructuring?
- Existing/prospective funding?
- How might the business be restructured/expanded?
- Tax/fiscal issues
- Geographical expansion of operations
- Localized government authorities/ other regulatory issues?
- IP clearance/protection for new territories?
For finance directors and entrepreneurs:
- Key clauses in an Investor Agreement / Shareholders Agreement
- Shareholders Agreement and Articles of Association - why adapt both?
- is it enough to have a shareholders agreement only?
- What law should I use in an overseas venture capital deal?
- Is it important to have different classes of share capital?
- Top tips for deadlock clauses, arbitration clauses
- Tips on buying out your investor
- Tips on selling to different types of buyer on an exit
- How to deal with confidentiality
For entrepreneurs:
- Do I need a shareholders agreement for my start up?
- My investors were going to take shares, now they want loan notes. What's the difference? What is a SAFE?
- Can I pay shareholders different dividends?
- What are the differences between business angels, venture capital and private equity?
- How do I handle complaints from investors?
- Can my investors fire me as CEO?
- What does good leaver and bad leaver mean?
For investors:
- What due diligence should we do, what is essential and what isn't?
- What minority protection do we need if we are an investor?
- Should I agree to become a director? What about my liabilities?
- What is an observer?
- Do the board meetings have to be in one language?
- Do I have a right to see the management accounts?
- First refusal clauses
- What is drag along and tag along?
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| Category: |
Corporate / Commercial |
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