If your startup continues to follow the proverbial “hockey stick” of uninterrupted, exponential growth that you presented in your seed round pitch deck, you might always have easy access to capital and never encounter a...more
Our Financial Services Litigation Group examines an English Court of Appeal decision that highlights the need for company directors to fully understand and abide by the exit provisions in their shareholders’ agreements under...more
“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
Two of the tools investors can use to minimize the risks they take and preserve their holding percentage in a company are the anti-dilution protection and pre-emptive rights. These very important rights are customarily...more
The National Venture Capital Association (“NVCA”) has recently (but without any fanfare) released substantively important revisions to its model legal documents, specifically, the Investor Rights Agreement, the Stock Purchase...more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
Introduction - In its judgment in Re Compound Photonic Group Ltd, the Court of Appeal has given helpful guidance on the scope of good faith obligations in a shareholders’ agreement....more
Following reports that record numbers of investors in private startups are exploring selling equity before an IPO or liquidity event, it’s important to remember that secondary sales often pose issues that are not present in a...more
In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we...more
In this article, we follow up on our overview of going private transactions (available here) by focusing on an important but often overlooked workstream in these deals. Companies are frequently privatized by a group of...more
In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., the Delaware Supreme Court reversed the Court of Chancery and held the ROFR in an investor rights agreement was not applicable to an indirect...more
A U.S. Bankruptcy Court (the “Bankruptcy Court”) recently enjoined a Hong Kong-based investor from exercising its shareholder purchase rights in an Asian joint venture....more
This post is the second of a three-part series looking at the current NVCA Series A model legal documents. The National Venture Capital Association (“NVCA”) has created and maintained a standardized, industry-embraced set...more
Old Dog, New Tricks? It’s a concern for every new investor in a closely held business: will the founding owners continue to operate the business as they always have, or will they recognize that they now have new co-owners...more
It's a common issue: a US venture capitalist and a European company agree on the commercial terms of an investment transaction and think that the hard work is done but quickly find themselves at an impasse over the way the...more