How do you regulate the relationship with partners in a start-up?
The Start up Advisor, is a strategic designer, who from the time of incorporation defines the articles of incorporation, the drafting of the Articles of Incorporation, the Shareholders’ Agreements, the Minutes of Share Capital Increase with the application of specific clauses for investors and workers.
In addition, the corporate design of incorporation and modification of the start up must take into account the possibility of participation in Crowdfunding and University Spin offs, providing that:
- The issuer’s articles of association and memorandum of association must provide, pursuant to Art. 24 of the Consob Regulations, the retention of the subscribed shareholding at least 3 years after the conclusion of the offer, the right of withdrawal, or the right to co-sell one’s shareholdings (tag along), or the obligation to co-sell (drag along). In the event that the majority shareholder sells his or her stake, the clause allows minority shareholders to sell their shares on the same terms agreed with the buyer, thus exploiting the bargaining strength of the majority shareholder.
- The Bylaws must provide for the possibility of becoming a University Spin Off by providing for property and administrative rights in line with the University Regulations;
- In the case of Crowdfunding presentation, Investor Disclosure in accordance with the Regulations, Annex 3, must be provided. 5% of the funding must be subscribed by qualified investors (3% if the company has audited financial statements/if consolidated for at least 2 years)
The clauses
The start-up in the fundraising stage through Seed, Business Angel, Venture Capital, Investment Funds, Crowdfunding, will have to enter into agreements through an investment contract that includes clauses regulating corporate relations.
To this end, we support the company in drafting the Minutes of Share Capital Increase, Articles of Association for Start-ups and Innovative SMEs by providing tailor-made:
- Work for equity clause
- Demand right clause
- Preemption clauses
- Co-sale and drag clauses (dag and tag along);
- Squeeze out clause
- The option contract
- Clauses limiting the dilution of participation
- The liquidation preference
- Pay to play clauses
- Special rights of members
Edited by Fernando Del Rosso
Innovation Manager & Certified Public Accountant
