Value, with a method
A range of value, with the method and the assumptions in plain view.
Setting the rules of the game before a partner comes in.
Bringing in a partner or investor
When a partner or an investor comes in, years of arrangements are fixed: who is in charge, what each is worth and how to leave. What is not agreed before they come in is argued over afterwards.
We prepare the company and the owner: the valuation, the structure, the accounts in order for due diligence and the rules the shareholder agreement should contain. We do not look for investors or broker deals: you negotiate the entry, and qualified lawyers document it.
- Type of engagement
- Fixed-scope project
- Indicative timing
- It depends on the transaction: the preparation, usually six to ten weeks; the negotiation depends on the parties.
- Fees
- In writing, before we start
- Who provides and signs
- Pearson Specter. The shareholder agreement, the articles and the deeds are drafted and signed by a qualified lawyer from our associate firms.
Here the transaction is prepared and decided (value, structure and figures); Legal drafts the shareholder agreement and the articles, and steps in if there is a dispute.
When it is needed
- A partner or an investor has proposed to come in
- You want to open the capital to grow, but do not know what your company is worth or how much to give up
- An existing partner wants to leave and the terms need to be agreed
Why it matters
Accounts ready
The company in order so the investor can analyse it without surprises.
Clear rules
Rights, exit and disagreements, provided for in the shareholder agreement.
What is included
- Valuation of the company: range, method and assumptions
- The structure of the entry: a capital increase or a purchase of shares
- Accounts and documents in order for the investor’s analysis
- The rules the shareholder agreement should contain: rights, lock-in, exit and disagreements
- The tax effect of the entry on the existing shareholders
What is not included
- Looking for investors, introducing them or brokering the transaction: you negotiate the entry
- Placing shares or raising funds from third parties
- Drafting the agreement and the deeds: a qualified lawyer in Legal drafts them
Who it is for
- Growing founders preparing a funding round or a new partner
- Family businesses opening their capital for the first time
Four steps
From the proposal to the agreement.
Value
A range of value, with the method and the assumptions explained, and no promise of a price.
Structure
A capital increase, a purchase of shares or a mix, with its tax cost for the existing shareholders.
Order
The accounts, contracts and books ready for the investor to analyse without surprises.
Agree
The rules of the shareholder agreement: veto rights, lock-in, exit clauses (tag-along and drag-along) and disagreements. Legal drafts them.
How it starts
A first meeting to see who is coming in, with what and what each party wants. With that, we set the order of work.
What to bring- The proposal or letter of intent, if there is one
- The annual accounts for the last few years and the forecasts
- The articles and the current shareholder agreement, if there is one
- The chart of who owns what
What you receive
- 01Valuation of the companyRange, method and assumptions, with no promises.
- 02Structure and tax noteHow the partner comes in and what it costs the existing shareholders in tax.
- 03Accounts in orderAccounts, contracts and books ready for the investor’s analysis.
- 04Terms of the agreementA list of the rules the agreement should contain, for Legal to draft.
Frequently asked questions
Can you find me an investor?
No. We do not look for investors or broker deals. We prepare the company and the rules, and you lead the negotiation with whomever you choose.
What is a shareholder agreement?
A private contract between the shareholders that sets out what the articles do not: how decisions are made, how people come in and leave and what happens if there is a disagreement. Legal drafts it.
Does the company need to be valued?
Yes, to know how much to give up and for what. The valuation is a range with its method and its assumptions, not a guaranteed price.
“Whoever comes in should know where they stand, and so should whoever is already there.”
Guidance only. Legal documents are drafted and signed by qualified lawyers.
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A conversation, whenever you decide.
We reply to every enquiry within 24 working hours, in strict confidence.
The first thing we will ask for: the proposal or letter of intent, if there is one.