This is the final lecture in a series of nine online sessions about Intellectual Property (IP) and patents, strategic tools to be taken into consideration in a company's business decisions and strategy. The sessions will run in the November + December 2022 time frame.

Companies are formed with shareholders, each of them with their aims, expectations as well as management and own business strategies. It is vital for the company’s future development, and even for its survival, that the project and business aspirations of the company are channeled into a shareholders agreement where the different shareholders regulate relevant functioning aspects of the company  such as the transfer of shares, drag along and tag along clauses, their involvement with the company, non-compete, IP clauses, company resolutions, management structure, dividends distribution, entry of new shareholders, financial shareholders, dilution and others.  

Even if these clauses are quite standard, it is very important that the shareholders start a debate among them as to what makes the company, the business project, and their future goals all to be embodied in a shareholder’s agreement that properly protects rights and obligations.

If this is important in all companies, it is even more so in technology-based companies which has its own set of clauses as a starting point to allow a deep reflection on the protection, commercialisation, ownership and development of the technological assets involved.

The objective of this session is to generate a reflection of the main issues around shareholders agreements and to analyse its consequences in the company’s future development. The session will also allow for the acquisition of basic knowledge/concepts in the shareholders' relationship when setting up a start-up.

• Introduction
• Relationship among shareholders
• The role of the different shareholders
• Transmission of shares, limitations, drag along, tag along and other clauses
• Option plans, share plans, phantom shares and other incentives to key employees and shareholders
• Non-competition and exclusive dedication
• Governance and administration of the company. Consultive and control committees.
• Shareholders’ vote and rights. Quorum and majorities for certain items and decisions
• Shareholder exit and exit strategies
• Information rights
• IP developed by shareholders
• Internal and external financing. Preparing the company for investors
• Due diligence process
• Breach of shareholders obligations and indemnifications
• Dispute solving mechanisms
• Confidentiality
• Conclusion

Strategy and legal development managing partner, The Lighthouse Team

Please inform the organisers at your earliest convenience if you cannot attend a session you registered for.

This webinar might be recorded for e-learning purposes.