Corporate Advisory Methodology
We advise technology sector companies and startups on choosing the most appropriate company for the project, drafting or modifying articles of association, drafting shareholder agreements, corporate transformation or restructuring operations, financing rounds, etc.
We will examine your company and the stage of maturity of your project, or if you have not yet incorporated it, we will advise you on the most appropriate corporate form to start your venture.
Initial Assessment
We will examine your starting situation, your project and its scope, as well as the risks it will have to face.
01.
Proposal
With the data obtained in the initial assessment, we will give you the proposal best adapted to your interests.
02.
Implementation
After the proposal will come the implementation, that is, preparation, and conclusion of the operation in question.
03.
Monitoring
Companies are living entities, which operate in the market, and which, like the market, change, and must adapt to these changes, sometimes regulatory, and most of the time changes that help to optimize their results.
04.
Objective
Optimize the operation of the company at each moment in which it is located, reducing unnecessary operating costs, and facilitating its resilience.
Use cases in the corporate or societies service
How to provide resilience to a company, so that it adapts to the reality of each moment of its history?
Companies, like people, are born and become extinct. Throughout their trajectory, events occur that impact the course set. The success or failure of the project often depends on adapting to the demands of the company or the market.
Incorporation of a company, and shareholder agreements
The incorporation of a company, in any sector, is a fact to which normally not much attention is paid. The partners go to the notary, and from there they leave with standard articles of association, which are equally useful for any eventuality, for a bar, or for a technology startup.
At the beginning of the company, the partners are clear about the agreements they have reached, and that must govern their relationship, but they do not usually reflect them in the articles of association, so when a problem occurs, these do not give them the solution they need.
The technology sector, in addition, has specialities that do not occur in other sectors of activity, so the partners must have legal instruments that allow them to adapt to the rapid changes that usually occur in it.
Shareholder agreements are agreements made between the partners of a company that complement the company’s articles of association. They usually regulate aspects such as the relationships between partners, remuneration, the distribution of dividends, the exit or entry of partners, administration, non-competition agreements, minority rights, etc.
Transformation, merger or spin-off of companies
Many times, it is the market itself that marks the path of companies, and events arise that may cause them to change their corporate type, to join others, or to segregate some part of them.
These modifications of corporate structure, allow both companies and their partners, to adapt to new conditions, optimize their taxation, improve their income statements, or even access international markets.
Good legal and tax advice on these issues is a sine qua non condition for their success.
Tokenization of financing rounds
A financing round is a process by which a company, usually in the technology sector, seeks investors in order to obtain funds to boost its business.
Terms such as term sheet, cap table, letter of intent, VC, carried interest, clawback, convertible note, or drag-along, among others, fill the contracts that regulate these rounds.
Imagine being able to tokenize them, representing the debt through tokens, which can give their holders, automatic interest settlements or profit sharing, the possibility of converting debt into capital, with the freedom to negotiate or transfer them to third parties, with all the efficiencies (speed, liquidity, security, etc.) that blockchain technology offers them.
And the advantages of this type of tokenization do not end there, to all of the above you can add the possibility of giving token holders the ability to decide and participate in the decisions of your company, such as the launch of new products, the design of the same, etc., ultimately building community.
✴︎
Personalized approach and regulatory compliance
The technology sector moves at the speed at which technology advances, which makes its activity frenetic. If we talk about the crypto sector, the speed is dizzying, as practically every day new projects emerge, and with them new disruptive use cases.
That speed requires agile legal responses, which do not delay decision-making by companies and entrepreneurs.
✴︎
Want to know more about the corporate service?
Frequently Asked Questions
What is an anti-dilution clause?
It is a common clause in startup financing rounds, which seeks to protect initial investors, against the possible decrease in value of their participation, in the event that the company makes new financing rounds with shares at a price lower than what they originally paid.
Can the shares of a public limited company in Spain be tokenized?
Yes. Spanish regulations recognize as valid the representation of negotiable securities in distributed ledger systems or DLT. As the shares of a public limited company have the nature of a security, and therefore a financial instrument, these may be tokenized.
Is it necessary to have a shareholder agreement when setting up a startup?
It is not. You can start your activity, with the corporate form that best suits your project. Despite this, it is quite advisable to accompany the articles of association, of the agreements that the partners have reached, and that are not included in the articles of association, because in this way you will have a tool to solve future challenges that you are going to encounter.
Resources on legal and tax advice on technology and digital assets
