One of the most frequent activities of our Firm is the assistance to innovative startups that deal with technologically advanced contents and products, their investors and the certified incubators.
We have a vast experience in the assistance of our clients during investments transactions – often appointed as the only legal professional involved in the operation – and in detailing the conditions for investing in the share capital of the startup by the new investors (both angels, venture, investment fund and institutional investors). Said activities are carried out either in the seed financing phase, in the subsequent round of more relevant investments, or in the exit phase of the investors.
Moreover, we assist our clients in drafting the shareholders agreement between founder shareholders and new ones, always trying to protect both the new investors’ interests and the roles and lines of management of the proponent shareholders, in order to balance the different needs and the different levels of protection of all the stakeholders. In this perspective, we assist our clients in: (i) planning the investments and the contributions of all the shareholder; (ii) setting the rules for the governance of the company, so not to impede its ordinary activities but at the same time protecting the investments of the equity, industrial or strategic shareholders; (iii) realizing incentive plans, stock options, work for equity for the proponent shareholders, ensuring at the same time their obligations to participate in the development of the startup by means of non-competition agreements, exclusivity agreements, “good and bad leaver”; (iv) outlining rules of protection of the investments, through anti-dilution clauses or preferential liquidation clauses; (v) regulating the exit procedure of the equity shareholders or the minority shareholders by means of exit clauses, drag along rights or the related tag along rights, put and sell options whenever specific circumstances arise, or other clauses that require joint mandate to sell whenever certain requirements are met or not, (vi) negotiating representations and guarantee and the connected indemnity obligations of the proponent shareholders
Finally, we assist startups throughout the ordinary activities, in drafting the relevant documents, contractual or not, required for the setting-up of the company o for the execution of open innovation agreements with commercial companies or agreements for the supply of services from certified incubators during the phases of pre-incubation, incubation and acceleration.