http://idcee.org/p/micha-karwacki/
Michał Karwacki is a counsel in Dentons' Warsaw office and a member of the Dentons VC/PE International Legal Practice Team. Michał has over 13 years of professional experience and is identified by clients as a "reputable private equity specialist”, a “noteworthy lawyer who is thorough and committed” and endorsed for his "efficiency, experience and excellent skill set” in the international reputable legal ranking of Chambers Europe. Michał's main territories of interest are Poland, Turkey, Romania, Czech, Ukraine and Africa.
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2. 101 LEGAL GUIDE FOR STARTUPS
Contents
• About Dentons
• Startup life cycle
• P.O.P.E.
• Planning (concept)
• Organization (incorporation)
• Positioning (operations)
• Exit (sale)
• Summary
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3. Meet Dentons
A global law firm established in March 2013 by a combination of Salans, FMC and SNR Denton
2500 lawyers and professionals in 79 locations across 52 countries
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4. 101 LEGAL GUIDE FOR STARTUPS
Planning
• Your concept (barrier of entry,
how „unique” factor, how to
monetize the concept)
• Costs and funding
• Business plan
• Feedback from others
• How advisors can help
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5. 101 LEGAL GUIDE FOR STARTUPS
Incorporation (available structures)
Sole Proprietorship
Partnership
Corporation
Difficulty to Establish
Low
Medium
Relatively high
Availability of Startup Capital
Low
Medium
High
You are the decision-maker
Need to share – SHA
Depends on the type of
corporation
n/a
Medium
Medium
You are solely responsible
Reponsibility shared
Limited liability
Low
Medium
High
Control
Ability to Terminate
Tax Liability
Corporate Regulation
• Pros and cons
• Liability issues
• Raising capital
• Tax issues
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6. 101 LEGAL GUIDE FOR STARTUPS
Operations - commercial (1)
• Services and sales
• Internet site
• Contracting with customers
• General terms
• Personnel relations
• NDA
• IP rights (employment vs. civil law
contract)
• IP protection
• Trademark
• Patents
• Confidentiality and trade secrets
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7. 101 LEGAL GUIDE FOR STARTUPS
Operations - funding (2)
• Funding
• Investment term sheet (HoT, TS,
LoI)
• Minority rights protection
• Supervisory board
• Anti-dilution
• Reserved matters
• Restrictions on sale of shares
(lockup, drag along, tag along, call
option, put option)
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8. 101 LEGAL GUIDE FOR STARTUPS
Exit
• Exit
• Resale to Founders / MBO
• Private sale or auction sale to the
strategic investor or PE House
• IPO
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