Issue link: https://htpgraphics.uberflip.com/i/116729
STRUCTURE n Directors Responsible for day to day management n Observers attend board meetings but can't vote n Identify specific roles of executive directors n Consider appointing an independent non-executive director n Check directors' powers in the Articles n Will the Chair have a casting vote? n Be aware or directors' duties of independent etc. judgement n Act if spin-out is insolvent n Think strategically Articles of Association restrictions public need to know are limits on your transferring shares n Check compulsory transfer provisions on death, leaving spin-out etc. n Check drag along/tag along provisions FUNDING n Are shares acquired by reason of employment? Tax n Do you benefit from researcher's tax relief? n What CGT relief can you get on disposal? n Can the spin-out get R&D tax relief? n Is the spin-out registered for VAT? insurance Sources/types of funding n Funding may come in cash or in kind n Identify suitable sources of funding – possibly business angels or VCs n Identify your investor's requirements for warranties, information, control and exit n Flag all issues relevant to spin-out's performance to investor n Keep spin-outs funding needs under review n Understand your shareholding will dilute with new funding TAX n Include n What n What insurance does the spin-out have? Insurance n Is there a key person to insure? n Is there D&O insurance to protect directors? ©The University of Manchester I3 Limited and Eversheds LLP 2003-2013. UMI.MCR.015