restraints of trade in New Zealand in the corporate context
Restraints of trade are commonly used in New Zealand contracts - from mergers and acquisition(M&A) deals, in shareholders’ agreements and employment / contractor arrangements.
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legal guides for kiwi tech companies
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We cover topics from company formation to capital raising and more. Our guides include links to free downloadable templates and other resources you might find useful.
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key issues when structuring ESOPs
Employee share option plans (or ESOPs) are a key tool for Kiwi startups to incentivise staff and hire talent when funds are tight. We’ve put together this guide to help…
Deadlock in 50-50 owned companies
Mechanisms to resolve deadlock in 50-50 owned companies.
rolling closes on startup investments
How to deal with a rolling close in your startup investment documents
economic downturn and startup term sheets
The global economic downturn has inevitably hit the startup and venture capital ecosystem. Investors in startups, like everyone else, are impacted by falling stock prices and fund valuations, distracted from…
Tech M&A: how to use locked box and completion accounts
In many M&A deals, the buyer and seller(s) include a mechanism to adjust the final purchase price. The two common mechanisms used are completion accounts and a locked box adjustment. We look at each in turn.
shares vs options: how to issue equity to your advisors
In this guide we cover the types of advisor equity (shares versus options), how vesting can be incorporated, and other common questions.
tech M&A: factors to consider when receiving shares as consideration
What if a private or non-listed tech company offers to acquire your company? And instead of cash, they fully or partially offer shares as consideration?
introducing our latest guide: top 10 legal templates for startups
We’ve created a new guide to help founders find their feet. Here's a roundup and explainer of our 10 most essential templates for startups.
an introduction to warranty and indemnity insurance
This guide will cover what W&I insurance is, policy exclusions, some drafting considerations, and premiums.
how to calculate your ESOP pool shares
This guide & excel spreadsheet shows one way that founders can calculate the number of options in their ESOP pool.
ESOPs in NZ: board and shareholder approvals
This is the second in our series of guides on using ESOPs in NZ. The series supplements our templates for the different types of ESOPs on our website.
ESOPs in NZ: cap tables and company records
This is the first of a series on ESOPs in NZ. In this guide we look at the relationship between your ESOP and your cap table, share register, and Companies Office website records.
your end of FY to-do list: AGMs
In this piece, we’ll help you work out whether you have to hold an annual meeting of shareholders.
convertible notes vs equity: a beginner’s guide
If you are considering raising money for your startup, there are two main ways you can do it: either by issuing shares (equity) in exchange for money, or by using…
tranches in investments: what you need to know
Occasionally investors request that their investment amount be paid in tranches (ie split into portions). This guide covers why you should be wary.
what you need to know about secondary sales in VC backed startups
Founders and investors typically consider secondary sales after a few years because they want some cash out. Here's what to consider.
active investors in nz tech startups
This guide (revised for 2020) is our take on NZ’s tech investor landscape. This is aimed at early-stage startups who are considering getting investment into their company.
dealing with data in contracts
If you provide SaaS products or services to your clients as part of your business, this guide is for you. We’ll cover what you need to know if you handle…
navigating insurance in the tech sector
For many startups, the need for insurance can lurk in the back of the mind, but is often put aside as too expensive or too difficult. To help navigate this…
does your investor pass the FMCA test?
This is a choose your own adventure-style tool we have created for companies looking to raise capital by issuing shares, options or convertible notes to New Zealand-based investors.
tips and tricks for your next nda
Before you start a new business relationship, it’s often sensible to sign a non-disclosure or confidentiality agreement (NDA) so that you can explore the proposed relationship freely – in the…
intellectual property in development contracts
This guide focuses on intellectual property (IP) arrangements for those suppliers who are developing IP and solutions for customers.
NZ securities law – tech company capital raising
This guidance note summarises the Schedule 1 exclusions that are potentially relevant to private technology companies raising capital in New Zealand.
selling your tech company, part 1: the initial stages
Thinking of selling your tech company? Read this first. This two-part guide talks you through the process and what to consider.
selling your tech company, part 2: closing the deal
In this guide, we talk you through what happens after you’ve signed the letter of intent – the steps and issues you are likely to face on the path to completing the sale of your business.
agile and software development contracts
In this guide, we look to explain how agile works and discuss the things you need to think about in your ICT contract if you want to use agile (and get customers to agree to that too).
capital raising basics: investment mechanics and terms
In this guide, we focus on what happens once you have found some willing investors – negotiating and completing the investment deal.
capital raising basics: getting investment ready
This guide is intended to help you with the process of getting your company investment ready, finding potential investors, and creating your capital raising road map.
legal basics for startups
If you're thinking of building a tech company, here's a good place to start. In this guide we cover legal basics every startup should know.
who will buy you, why, and for what price?
As well as being entertaining, there are also some good reasons to think ahead about who might buy your company – it will: help you to build your business in…
six tips to building your tech company for a successful exit
The goal of most tech company founders is to build a successful business that will ultimately reward them with a high value exit.
unfair contract terms – did you know?
Changes to the Fair Trading Act (FTA) to protect against unfair contract terms come into force today (17 March). From today (and with some exceptions), it will be unlawful to…
the simple stuff – signing written resolutions
Active company boards usually make their decisions at regular board meetings, but sometimes resolutions need to be passed outside of board meetings. In this case, it is common to pass…
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