IP
WHY CREATE A SPIN-OUT?
Spin-out Companies Checklist
n No existing business in field or platform
Fundamentals
opportunities
n
Bring together key assets and resources – IP,
Management, Money and You
n
Create Business Plan including risk analysis
n Possibly an initial shareholder or chair of scientific
Your Role
board or similar
n Possibly a director – but beware of the
responsibilities
n Beware of demands on your time from the
spin-out and your employer
n Seek guidance from a mentor
n Be ready to adapt to a changing role
n Protect the company name through trade marks
Intellectual Property
and domain names
n Record all IP which the spin-out needs and record
who developed it
n Transfer/license required IP to the spin-out
n Check IP provisions in spin-out staff contracts
n Check ongoing arrangements between the
institution and the spin-out
n Identify a person to act as IP Manager
n Set up a procedure to identify/protect new IP
Shareholders
STRUCTURE
Shareholders Agreement
Shareholders = Owners
Owner control is mainly by resolutions
n Decide on preferential rights to identify types
of shares needed
n Take advice if asked for personal guarantees
n Take care not to be a "shadow" director
n
n
n Regulates
shareholders' arrangements
which acts need consent of all shareholders
n Check obligations to provide information
n Consider limiting liability on warranties
n Check
