Coffee Morning: how to expand to US market and negotiate with angel and VC investors

We are excited to announce that we have some advisors coming from New York city based MacDonalds Weiss law firm to offer some expert insight on how to expand to the US market and how to negotiate with angel and VC investors.

MacDonald Weiss is a New York City-based boutique law firm which focuses on providing the business-law related services that growing companies and investors need. Our attorneys advise companies at all stages of growth, with an eye to US-market and international growth that aligns with overall corporate strategy. We work with our clients in navigating the full range of business challenges they encounter as they transition through the corporate life cycle, delivering responsive representation at every critical step. We help our clients enter the US market through product distribution and licensing, acquisition, capital formation transactions, and setting up US subsidiaries or divisions including cross border corporate and tax structuring, employee hiring, and incentive compensation plans. Our clients are primarily non-US companies, tech start-ups, emerging companies, and investors.  

 

Noreen Weiss, Robert MacDonald and Della Hill are giving a presentation on the following topics:

Expanding into the United States – 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

Licensing

    • Branch office vs subsidiary operations

Key Characteristics (entity choice)

Key Benefits

Management Structure

Limiting liability exposure

Governance

Key differences from your jurisdiction

    • Investors – the “Delaware flip”
    • Data privacy and consumer protections laws for retailers

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 markets
  • Attracting a US investor
  • 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.

 

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