1. Geraint Tilsley Partner, Corporate Smoothing the path to investment

2. Legal issues – not commercial or financial Before the investor comes on the scene During the investment process

3. Before the investor comes on the scene What do investors like to see? Certainty Clarity No loose ends Nice easy due diligence process

4. What can you do in advance? Good housekeeping It’s not just about keeping out of trouble Also about showing the investor there will be no problems down the road

5. Common examples (1) Employment contracts/terms Are they in place? Restrictive covenants – non-compete and non-solicitation Confidentiality

6. Terms and conditions of sale and purchase Do you have any? Are they in good shape? Do your procedures work? Common examples (2)

7. Common examples (3) Intellectual property rights Consultants and employees Licence agreements Change of control clauses Registrations – are they in the right name?

8. Common examples (4) Property leases Flexibility Dilapidations liabilities and schedules of conditions

9. Common examples (5) Corporate records Companies House Register of members Former shareholders Missing shareholders Small shareholders

10. Pensions and auto-enrolment Data protection Consumer credit IT licences Litigation and disputes Common examples (6)

11. Flush out the investment terms early Heads of terms Negotiate difficult points early Take advice early During the investment process

12. Share transferability Tax planning Succession (family and business) Good and bad leaver provisions Common sticking problems

13. Exit and liquidation preferences Preferred dividends Economic rights

14. Board composition? Observers? Swamping rights – triggers? Costs and fees Other issues

15. CardiffDerbyNottingham Thank You

16. Contact details Geraint Tilsley DD:029 2039 1795 M: 07733 898628 E:geraint.tilsley@geldards.com