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Link to original content: https://www.b4i.unibocconi.it/legal-clinics/
Legal Clinics - Bocconi for innovation
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Legal Clinics
Professional legal assistance to support your business

The Legal Clinics are a special program of Bocconi University designed to provide free legal counseling to the startups participating in the Pre-Acceleration and Acceleration programs.
They are offered in partnership with established Italian law firms and notary offices together with selected students from the Bocconi School of Law.

How the Legal Clinics work

Each startup is assigned a student as an internal consultant that will take care of optimizing the legal assistance offered under the acceleration programs. He or she will identify the needs of the startup and will act - together with the coordinating team - as a 'liaison officer' with the law firms, who will be involved whenever the matter under consideration requires it.

During the entire duration of the programs, the startups and the Legals may request assistance and supplementary analysis from the B4i Legal Clinics Coordinator and the General Counsel of the Bocconi University.

Startup Development Phases & Legal Needs

Ideation

Legal Needs

Vision & Mission

  • Potential scalable product/service idea for big enough target market.
  • Some initial revenue models for how it would make money.
  • One person OR only a vague team; no confirmed commitment and/or no right skills balance in the team structure yet.

Legal Needs

  1. Reviewing IP – will there be potential for trademarks, patents, design rights, database rights, copyrights?
  2. Reviewing potential structure – sole trader? Limited company? Traditional Partnership? Limited Liability Partnership?
  3. Will funding be required? If so what kind of funding would be most suitable? Loans? Equity Funding?
  4. Will software need to be developed – if so by whom?

Concepting

Legal Needs

  • Having clear and meaningful target with clear direction for min. 3 years with the milestones to get there: 3, 6, 12, 24, 36 months…
  • Having team of two or three core founding people with balanced ownership.
  • Can also already have some extended team with lighter commitment (stock options and/or cash compensation).

Legal Needs

  1. Checking applicable registries for naming rights in relation to the entity’s proposed trade names (eg trademark registries, Companies House, domain name registries)
  2. Setting up structure – implementing decision as to sole trader/limited company/partnership structure. Complying with formalities (e.g. registering any new entity with Companies House, filing resolutions, appointing directors)
  3. Negotiating terms of shareholder agreement and any option scheme

Commitment

Legal Needs

MINIMUM VIABLE PRODUCT (MVP)

  • Committed and skills balanced founding team.
  • Able to develop the product/service (Minimum Viable Product) without dependency of uncommitted resources OR already have initial product/service developed.
  • Have signed shareholder agreement between founders, with milestones, committed time and money usage, for minimum 2+ years with vesting etc.

Legal Needs

  1. Shareholder agreement to be agreed and signed
  2. Stock option scheme initiated
  3. Agreeing terms for seed funding and signing agreement(s)
  4. Any corporate formalities associated with the above (resolutions, filings at Companies House, etc.)
  5. Agreements with employees and/or consultants
  6. Implementing decisions made in relation to IP (e.g. registration of trademarks, filing of patent applications)
  7. Negotiating and agreeing any software development agreements (e.g. for website or products)
  8. Appropriate insurance policies in place (e.g. errors and omissions, employer liability, etc.)
  9. Addressing any online trading issues (e.g. website Ts and Cs, cookies and privacy policy)

Validating

Legal Needs

Product Market Fit

  • Can already show some user growth and/or revenue (initial traction).
  • AND/OR continue to attract additional resources (money or sweat equity) for equity or future revenues.
  • Looking for clear market validation (Product Market Fit), to be able to move into scaling.

Legal Needs

  1. Negotiating and agreeing trading agreements for:
    Manufacture
    Distribution
    Agents
    Introducers
    Sales
    Licensing
    Joint ventures
  2. Compliance with regulatory issues (eg. data protection, consumer legislation, industry regulation and codes)
  3. Further funding agreements for Series A funding
  4. Option agreement implemented
  5. Agreement on and appointment of Non execs/Advisory Board
  6. Negotiating and resolving disputes (whether internal or external) and whether using Mediation, Arbitration or traditional court methods

Scaling

Legal Needs

Scale

  • Showing clear, growing and measurable user/market traction in a big or rapidly growing target market.
  • Can and wants to scale fast.
  • AND/OR is able to attract significant funding.

Legal Needs

  1. Many of legal aspects of validating, but repeated multiple times and with greater consequences
  2. Negotiating and agreeing trading agreements for:
    Manufacture
    Distribution
    Agents
    Introducers
    Sales
    Licensing
    Joint ventures
  3. Compliance with regulatory issues (eg. data protection, consumer legislation, industry regulation and codes)
  4. Further funding agreements for Series B funding
  5. Negotiating and resolving disputes (whether internal or external) and whether using Mediation, Arbitration or traditional court methods
  6. International development through franchising, licensing or establishing of local entities – repeat stages 1-3 for local operations overseas

Establishing

Legal Needs

  • Achieved great growth, that can be expected to continue strong.
  • No longer needs to “try” to get resources and can get those easily.
  • Continues to grow and often wants to culturally continue behaving like a “startup” for as long as possible.
  • Founders make exit or continue business as usual.

Legal Needs

  1. Purchase or acquisition of other entities as the company grows
  2. IP renewals
  3. Establishing new products/services/sectors requiring repetition of steps 1-4 above
  4. Exit agreement for founders through share or asset sale
  5. Due diligence
  6. Warranties

This work is licensed under the Creative Commons Attribution-Sharealike 2.0 Generic license.
It is attributed to Startup Commons and LawBite and the original can be found here.

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