Daniel Olk, attorney at law, has experience in venture capital transactions. We advise founders and investors on corporate law, commercial law and inheritance law. We are also happy to advise the company itself or the management. We consider the tax aspects and collaborate with tax advisors as required.
Venture capital as a subject area can mean start-up advice on the one hand, and transactions and thus M&A on the other. In the case of so-called start-ups, financing rounds are often agreed, or an „exit“ occurs. For every shareholder, the question arises as to how long and to what extent he would like to stay invested or invest further, or whether it is time to leave. In doing so, however, legal regulations and contractual obligations must be observed, which are fundamentally more complex than a transaction in the regulated market on the stock exchange. One speaks of venture capital because the risks - but also the potential for returns - are higher.
Legal advice on venture capital in Düsseldorf
In our Düsseldorf office, we design your venture capital activities from a legal perspective:
- Exit strategies
- Employee and management participation
- Advice on formation and legal form
- Initial funding rounds, seed funding rounds, growth funding
- Investment and shareholder agreements
- Mezzanine capital and loan law
We also offer corporate housekeeping and the function of an external legal department for your company.
Incorporation, corporate finance and venture capital
Our legal advice includes, in particular:
- Establishing start-ups (or founding any other companies) in various legal forms
- Drafting, revision and negotiation of any investment agreements, shareholder agreements (VC participation agreements) and all related documents, assistance with notarial certification, entry in the commercial register and support beyond that
- Draft, review and amendment of articles of association (statutes, by-laws)
- Advice on the advantages and disadvantages of various legal forms such as limited company (GmbH), stock corporation (Aktiengesellschaft), limited partnership (KG), GmbH & Co. KG, Unternehmergesellschaft (UG (haftungsbeschränkt)), cooperative, etc.
- Share deals and asset deals regarding a company or the (partial) exit of individual shareholders or the entry of new shareholders
- Advice on incentive agreements for employee participation such as ESOP (Employee Stock Option Plan) and VSOP or VSO (Virtual Stock Option Plan), phantom stocks, stock appreciation rights (SAR), stock purchase options, etc.
- Advice on and drafting of non-compete obligations, advice on corporate law fiduciary duty of shareholders and managing directors
- Advice on employee retention of knowledge carriers and managers through „bad leaver“ clauses
- Pre-emptive rights, co-sale rights and obligations (tag along, drag along)
- Implementation of capital increases, advice on anti-dilution rights
- Advice and representation on liquidation preference and its implementation, especially in the event of an exit
- Legal support for shareholder loans, for example with a view to the rank in the event of insolvency, as well as bank loans or investments by NRW.Bank
- Support for preliminary contracts: Memorandum of Understanding, Letter of Intent, confidentiality agreements (NDAs)
- Conception of silent companies according to Sec. 230 HGB, e.g. as GmbH & Still
- Liquidation of companies