Coffee Morning: how to expand to US market and negotiate with angel and VC investors
09 May 2017
Posted by: Heather Smith
Tehnopol are exited to host some very special guests offering real in-depth and practical advice on how to expand to the US market!
Noreen Weiss, Robert MacDonald and Della Hill from NY based boutique law firm MacDonald Weiss come with a goal to provide business leaders with useful information that will orient you to the business and legal environment for expanding your businesses, distributing products, or raising capital, in the United States.
Your teams will be armed with the knowledge about how to position yourselves to enter the US market, how to make yourselves attractive to investors, and how to avoid common pitfalls that can make US expansion more complicated.
They will cover quite an array of topics so it's definitely worth a listen.
1. Nuts and Bolts for launching US operations or distributing products in the US
Selling a product into the US market without a US operation
Distributors, resellers and sales representatives, franchises
Branch office vs subsidiary operations
Key Characteristics (entity choice)
Limiting liability exposure
Key differences from your jurisdiction
Investors – the “Delaware flip”
Data privacy and consumer protections laws for retailers
2. Negotiating with angel and VC investors – the Term Sheet, the Stock Purchase Agreement, and the Shareholders’ Agreement
Overview of US angel, VC and M&A market
Attracting a US investor
3. So you have an investor – now what?
The term sheet: convertible note vs. equity, liquidation preference — meaning and multiples, “participating” preferred, anti-dilution, board seats, equity issued to employees other than founders (stock vs. options)
The subscription agreement, and some technical, legal matters when you are raising money (securities law and tax law pitfalls)
The Shareholders’ Agreement (and a side note about Founder’s Agreements)
Governance issues with investors, the degree of control, and the role that investors may play in governance
About the presenters:
Noreen Weiss has over 25 years’ experience assisting C-Suite, Boards of Directors, and investors achieve their objectives for cross border business expansion, M&A and joint ventures transactions, raising capital publicly and privately, corporate governance, and general commercial and business law matters. Prior to forming MacDonald Weiss, Noreen practiced law in the New York, London and Tokyo offices of the international firm Cleary, Gottlieb, Steen & Hamilton, and was Counsel for International Corporate Development for the TV channel HBO. Noreen also serves as outside general counsel for US and non-US businesses.
Robert MacDonald has over 30 years of experience in a wide range of business law areas, including corporate, M&A, finance, commercial law, and tax. Before forming MacDonald Weiss, he was a partner in the Paris-based international law firm Gide Loyrette Nouel, and before that he was a partner in the US-based international law firm Hunton & Williams. He frequently serves as outside general counsel to non-US companies that are doing business in the US.
Della Hill is an associate at MacDonald Weiss. Della works on a wide variety of corporate, M&A, commercial, tax, software licensing, and other general business matters for both US and non-US clients. Certified by the International Association of Privacy Professionals (CIPP/US), Della focuses a segment of her practice advising clients on privacy, data, and other consumer protection obligations under US State and federal law.
The event will be held in Tehnopol Startup Incubator UK Lounge, Mäealuse 2/1 on the 16th of May at 9.30-11.00.
Registration is free!
Register via Facebook HERE or send an e-mail to firstname.lastname@example.org
If any questions, contact our Community Manager Birgit Podelsky at email@example.com