Employee share plans – update and refresher for early stage companies

Posted Posted in Publications

For early stage high growth companies, shares or share options are an important component of the remuneration package for key employees, to ensure they are appropriate incentivised and aligned. The tax considerations have changed and best practice has developed. It is timely to update and refresh the key structural and commercial considerations KEY HIGHLIGHTS Anticipated […]

The Financial Markets Conduct Act – a panacea for growth companies?

Posted Posted in Publications

The Financial Markets Conduct Act 2013 (FCMA) was enacted late last year. When fully implemented it will replace the Securities Act 1978 as the governing legislation for offers of securities to the New Zealand public, effectively re-writing New Zealand’s securities laws.The FCMA will benefit some growth companies by offering wider and clearer exemptions from the […]

The versatility of the Convertible Loan

Posted Posted in Publications

The convertible loan is a versatile financing instrument. There are circumstances when it makes sense for equity investors to consider the option of a convertible loan, at least as an interim measure. Similarly there are circumstances when debt financiers should consider seeking the potential upside of an equity conversion right, possibly to bridge a gap […]

Term Sheets – sample term sheets

Posted Posted in Publications

SAMPLE TERM SHEETS As noted in my accompanying article – “Term Sheets- are they worth the bother?” – a term sheet may perform a useful function early in the offering or negotiation process for almost any proposed transaction. There are links below to three sample term sheets: Term sheet – Ordinary shares in high growth […]

Term Sheets – are they worth the bother?

Posted Posted in Publications

Equity investors and other financiers typically seek agreement on a term sheet early on in the investment process, prior to undertaking detailed due diligence. A company seeking funding or a founder seeking investment partners for a project or other venture might also issue a term sheet to potential investors or funders. Indeed, a term sheet […]

Shareholders’ agreement – do you need one and who will it benefit?

Posted Posted in Publications

INTRODUCTION If you are establishing a company with other shareholders or investing in an existing company, the conventional wisdom is that you should have a shareholders’ agreement. But is that always advisable and do the benefits justify the costs? While a shareholders’ agreement can offer generic benefits to all shareholders by providing more certainty and […]

It’s no time to be shy when negotiating investment terms

Posted Posted in Publications

It is a tough time to raise capital. Debt availability is tight and inaccessible for many, while equity investors are very cautious. Those equity investors prepared to invest are naturally looking to do so at lower valuations than applied in the good times, valuations which reflect current depressed earnings and lower earnings multiples. For existing […]

The company or the assets?

Posted Posted in Publications

Once the decision to sell or buy a business owned by a company has been made, the next most fundamental question is whether to sell or buy company shares or business assets.A sale of shares is the simplest and most efficient way of transferring the full benefit of a company’s business, but it also entails […]