Venture Capital
Our offering for investors, start-ups and fast-growing technology companies
With our interdisciplinary expertise, we advise start-ups and their investors throughout the entire life cycle, from foundation to growth and international expansion to exit.
GÖRG – founding, funding, scaling, exit!
Foundation and ongoing advice
We help to set the right course for start-ups right from the founding stage. We take the first steps with you and act as a sparring partner far beyond purely legal issues.
Consulting services
- Advice on choosing the right company form
- Designing the founding documentation
- Vesting among founders
- Involvement of employees and consultants
- Protection of trademarks and other intellectual property
- Data protection and IT
- Clarification of regulatory issues
- Drafting operational contracts with customers and suppliers
- Cooperation, e.g. in the area of development and sales
- Avoiding tax pitfalls
Financing round – early stage
We put start-ups and their founders on an equal footing with investors and guide them safely through the first financing rounds.
Consulting services
- Term sheet - preparation and review as well as coaching for the negotiations
- Pre-contractual agreements (NDA, LoI, exclusivity)
- Convertible loans
- Investment agreements and shareholders' agreements
- Articles of association
- Pooling of small shareholders
- All ancillary agreements, such as rules of procedure, managing director employment contracts, employee participation programs (real and virtual), etc.
- Alternative forms of financing such as silent partnerships, SAFE (simple agreement for future equity), profit participation rights and bridging loans
- Tax audits and advice
- Support with all other legal issues, in particular in the areas of IP/IT/data protection and employment law
Financing round – later stage
Ready to scale? We reduce complexity and help to reconcile the interests of the various investor groups.
Consulting services
- Structuring and complete advice and support for investment documentation
- Our full-service advice covers all areas of commercial law
- Advice on process and negotiation strategy
- Term sheet preparation, review and negotiation
- Complex cap table and waterfall calculations
- Special requirements of US and other international investors
- Dealing with strategic investors and corporate VCs
- Protection of confidential information from competitors
- Exit readiness
- Additional incentives for founders and management
- Tax audit and advice
Venture Debt
Financing “beyond venture capital” - We are familiar with all debt capital products and help you to understand even the most extensive contracts and implement them in a legally compliant manner.
Consulting services
- Structuring and full advice and support for the venture debt documentation
- loan agreement
- Collateral
- Warrant
- Involvement of the shareholders
- Tax audit and advice
Exit
Many paths lead to an exit. We help you find the best one.
Consulting services
- Structuring and managing the exit process
- Selection of the right transaction structure, in particular trade sale, asset sale and initial public offering (IPO), dual track
- Pre-contractual agreements (confidentiality agreement, letter of intent, term sheet, exclusivity, seller agreement)
- Due diligence
- Transaction documents, such as purchase and transfer agreements
- re-investments
- Seller loans
- Tax review and advice
- Support with all other key legal issues, in particular in the areas of IP/IT/data protection, employment law and antitrust law
- foreign trade law
Employee participation
ESOP, VSOP and other forms of management and employee participation - we have the right solution for you.
Consulting services
- Advice on choosing the right employee participation program
- Real and virtual share options (ESOP and VSOP)
- Other virtual shareholdings (virtual shares, phantom stock)
- Hurdle shares
- Employee participation in accordance with § 19a EStG
- Re-design of existing employee shareholdings
- Silent partnerships and sub-participations
- Tax audit and advice
- Labor law review and advice
Fund structuring
We support you in structuring your venture capital fund. Our services include advising, structuring and negotiating the following topics:
Consulting services
- Advice on the selection of the appropriate fund structure, in particular special AIF and EuVECA
- Corporate law structuring, including all documents for the fund, the carry vehicle, the team investment vehicle and the management company
- All regulatory issues, including clarifications with BaFin
- Tax audit and advice
Crisis and special situations
GÖRG is one of the crisis experts in the German market. We find the best solutions for investors and scale-ups in every crisis.
Consulting services
- Cleaning up the cap table
- Downround
- Pay-to-play
- Restructuring, reorganization and insolvency
- Tax audits and advice
- Foreign trade law
IP transfer and spin-off
We love DeepTech. Our experts provide you with comprehensive support for your spin-off project.
Consulting services
- Spin-off process
- IP transfer from research institutions
- License agreements
- Purchase option and transfer of IP
- IP for (virtual) shares
- State aid and budgetary aspects
- Employee invention law
- Tax auditing and advice
SE conversion
Corporate restructuring planned in the growth phase? Our experts will support you in all matters relating to the conversion of your company's legal form, in particular into a European Company (SE)!
Consulting services
- Comprehensive corporate and employment law advice “from a single source”
- Advice on board structure (dualistic vs. monistic system)
- SE formation documentation (including conversion plan and conversion report)
- Support during the employee involvement procedure (in particular SNB election procedure)
- Coordination with conversion auditor and legal advisors to be consulted in other EU countries
