guides

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.

key issues when structuring ESOPs

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

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

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

navigating insurance in the tech sector

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

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.