EP #54 - Boris Räber & Alexander Eichhorn: Legal Advice For Later Stage Startups

The Episode in 60 Seconds

Just like your apartment, your company needs some basic housekeeping in order to avoid descending into chaos.

Financing rounds

• It’s not advisable to negotiate your term sheet without a lawyer if you don’t have previous experience. Although they aren’t legally binding they set a strong precedent which is hard to negotiate your way out of.
• By the same token, don’t use the template of your investor.
• Be sure you understand the liquidation preferences you agree to
• If fundraising has to be fast and determining a price is difficult, consider a convertible loan

Employment contracts

• Watch out for IP (intellectual property) rights, notice period and non-compete clause (limit 3 years)
• For employee incentivisation, you can decide between
• Share plan: more tax friendly for your employees, usually higher administrative burden for the company
• Phantom stocks: easier to administer but taxed as income

Exit

Exits usually take the form of either an M&A (Merger and Acquisition) or an IPO (Initial Public Offering)

• M&As come in 2 forms:
• Asset deal: meaning you sell all the companies assets, including employees to a new owner
• Share deal (more common): the acquiring party buys a majority of the shares and therefore takes control of the company.
• IPOs are still rare in Switzerland, mostly because they involve large costs (several $ millions) for preparing the so called “prospectus”, the document based on which the shares are offered on the stock exchange.

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