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Structuring Investments

Structuring Investments . Christine Phillips – Corporate Partner, Fieldfisher LLP . 23 May 2016. Scaling Up and International Expansion . Marketing representative versus permanent establishment Cost Plus Agreement versus Reseller/Distributor/Commissionaire Agreement

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Structuring Investments

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  1. Structuring Investments Christine Phillips – Corporate Partner, Fieldfisher LLP 23 May 2016

  2. Scaling Up and International Expansion Marketing representative versus permanent establishment Cost Plus Agreement versus Reseller/Distributor/Commissionaire Agreement Inter-company tax structuring agreement – n.b. diverted profits tax IP – proprietary / open source (permissive and restrictive (copyleft)) UK HQ • UK tax rates : 20% Corporation tax from April 2015 • 10% Corporation tax for the Patent Box regime for products and services using a UK Patent – from April 2017. Lowering from 20% to 10%. • HQ for data protection/privacy purposes • EIS relief for investors

  3. Development/Expansion Capital • £ amount and % interest • equity / convertible debt – bridge or new round • dividend and voting rights (ordinary, preference, preferred, convertible) • liquidation preference • pro rata rights on a follow on financing • board representation • management incentives (options and good/bad leaver) • investor veto rights • anti dilution protection • drag and tag provisions

  4. Investor Veto Rights • changes to constitutional documents • changes to the structure of the share capital • an issue of new shares/interests in shares • taking on debt or granting security • a resolution to wind up • change in direction in the business • dispose of any material assets • transaction outside the ordinary course of business

  5. Thank you Any questions? Christine Phillips Partner – London E: Christine. Phillips@fieldfisher.com T:+44 (0)20 7861 4287 Brussels / Düsseldorf / Hamburg / London / Manchester / Munich / Paris / Shanghai / Silicon Valley / fieldfisher.com

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