5 Questions with Ana-Maria Andronic, Cristina Bucur, Tudor Nedelea & Monica Georgiadis (DLA Piper)

DLA Piper is a global law firm with lawyers located in more than 40 countries. DLA Piper has been leading for many years the Global and European rankings in the number of Mergers & Acquisitions transactions completed. The Romanian office, led by Marian Dinu, ranked Eminent Practitioner Corporate/M&A by Chambers & Partners, was set up in 2008 and has over 50 tax advisers and consultants with considerable experience in all economic sectors. DLA Piper’s lawyers team is aiming to be a market leader in terms of service quality, while having a profoundly human approach based on a good understanding of the clients’ business and the challenges they face.

The DLA Piper lawyers that have contributed to this below interview are:

Ana-Maria Andronic
Counsel, Head of Intellectual Property and Technology

Cristina Bucur
Counsel, Corporate M&A

Tudor Nedelea
Partner, Head of Tax

Monica Georgiadis
Partner, Head of Employment

Q1: Last year at How to Web you launched Accelerate initiative for entrepreneurs (www.dlapiperaccelerate.com). Tell us a bit more about how this global initiative impacted the startup ecosystem in the CEE region.

Accelerate is about being global and about being relevant.

Being global, because our global platform positions us to provide resources to support the global expansion of startups. DLA Piper offices across the globe contribute to the platform which is so important for a startup dreaming to go global. For example, a Romanian startup looking for a launch in the US can easily obtain the need-to-know information about what to expect when going there. Market data and Trends sections of the platform are also valuable tools for venture capital global updates.

Being relevant, because the materials on the Accelerate platform are the result of our expertise in the venture capital industry. We regularly act for venture capital funds and startups alike and thus we know the two faces of the coin in a venture capital deal. The materials are easy to read and clearly explain key legal and business issues every founder of a company should know.

CEE-based startups can largely benefit of this platform for their global expansion.

Q2: What is the most important advice you would give to a startup that has an exit offer on the table? What should the founders look for first and foremost, from a M&A lawyer perspective?

The founders should first decide if it is the right moment to exit for the right exit value and terms so that they can truly engage in the process. There is much about the founders’ beliefs on future prospects of the start-up, funding opportunities for growth, etc. It is essential that a company know its worth in the marketplace. Unless there is a clear decision on the matter, the founders may engage time and efforts at the expense of growth and in the end the outcome of the exit process might be below their expectations.

Once a decision is made, getting the start-up ready for exit is critical. Ideally, during the lifetime of the start-up, well before exit, start-ups should have partnered with advisors to look after their interest and make sure that the most important legal matters are appropriately addressed (for example, identifying that there are some issues with the company’s intellectual property rights in the context of an exit might lead to a decrease in the exit valuation or even jeopardize it all together).

Q3: Intellectual Property is really important in tech. Give us please a few pieces of advice for early stage startups on how to protect themselves in this regard.

Securing Intellectual Property (IP) is critical for a technology startup because without doing this, the startup is, actually, non-investible. A startup secures IP by acquiring it from its founders and from any person who (or legal entity which) performs creative work for the startup. This can be done, for example, via a well drafted contract which typically includes, among other, a (valid) assignment of IP from the creators of the IP to the startup.

One of the myths surrounding startup life is that the startup “automatically” owns the IP simply because the founders (who are also shareholders in the startup) have created it. This is simply not true, the founder’s capacity as shareholders have nothing to do with the ownership over the IP. Any type of IP created by anyone (natural or legal person) must be assigned contractually to the startup so that that the startup own that IP.

Q4: Let`s go back to DLA Piper Accelerate. How can entrepreneurs partner with DLA Piper’s emerging growth team to accelerate formation, growth and expansion, practically? What`s the process the startups go through after the application?

First of all, our materials help founders learn about issues commonly faced in various jurisdictions at different stages in the company’s life, such as: formation; protecting company’s intellectual property rights; corporate housekeeping and employment and equity compensation considerations; fundraising and liquidity.

For certain jurisdictions, we also offer tools that enable entrepreneurs to generate commonly used documents for free on their own time in a self-service way.

There is also a Q&A forum where questions can be addressed to our venture capital team for free. Answers are intended as a general overview and discussion of the matters dealt with.

Q5: During the pre-event “Open sessions for startups” on October, 29 you will also tackle areas of expertise as Tax or Employment. Could you please tell us in a few words some key problems in those areas that startups should take into account?

Employment and Tax are key areas where startups need to “feel at home”, especially since both areas can provide incentives for a technology startup. From an employment perspective, an employment agreement should provide the startup with a valid IP assignment clause which would secure that the starup is the owner of the IP generated by its employees. One other benefit of an employment contract is the fact that it can provide employees with the option to have flexible working, in terms of working hours and/or working place (work-from-home/teleworking). This is especially valuable especially in the context of offering employee benefits and providing employees with leeway in how they are doing their work.

On the tax front, a major point of interest is the tax exemption available for software developers. Without getting into details, this means that, if the employer and the employee(s) meet certain criteria, the income tax normally due by the employee shall no longer be withheld by the employer from the taxable income. Therefore, the wage payable by the company to the employee increases with the amount representing salary tax, which is no longer paid to the state budget. This is especially useful in the tech sector where most of the developers could qualify for this exemption.

Another significant point is the motivation and retention of employees – choosing the right benefits for your personnel is an important part of the strategy and the tax impact needs to be factored in, especially regarding the medium and long term incentive plans. In this category would fall the employees stock option plans (ESOP) that can benefit of a more favorable tax treatment if certain conditions are observed.

Meet speakers Ana-Maria Andronic (Head of Intellectual Property and Technology at DLA Piper) and Kit Burden (Global Co-Head of Technology Sector and Partner DLA Piper) at the How to Web Conference 2019 on the 30th & 31st of October! Get your ticket here: https://www.howtoweb.co/buy-tickets/.

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