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.
- Advice on the choice of the right corporate form
- Drafting of 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 of operational contracts with customers and suppliers
- Cooperation, e.g. in the area of development and distribution
- Avoiding tax pitfalls
Financing round – early stage
We bring start-ups and their founders together with investors on an equal footing and guide them safely through the first financing rounds.
- Term sheet – creation and review as well as coaching for 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 programmes (real and virtual), etc.
- Alternative forms of financing such as silent participations, SAFE (simple agreement for future equity), profit participation rights and bridge loans
- Tax audits and advice
- Support with all other legal matters, in particular in the areas of IP/IT/data protection and labour law
Financing round – later stage
Ready to scale? We reduce complexity and help to reconcile the interests of the various investor groups.
- Structuring and comprehensive advice and support with investment documentation
- Our comprehensive advice covers all areas of commercial law
- Advice on litigation and negotiation strategy
- Term sheet – creation, review and negotiation
- Complex cap table and waterfall calculations
- Special requirements of US and other international investors
- Dealing with strategic investors and corporate VCs
- Protecting 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 secure manner.
- Structuring and comprehensive advice and support with venture debt documentation
- Loan agreement
- Securities
- Warrant
- Involvement of shareholders
- Tax assessment and advice
Exit
Many paths lead to an exit. We help you find the best one.
- Structuring and managing the exit process
- Selecting 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
- Reinvestments
- Vendor loans
- Tax audits and advice
- Support with all other material legal issues, in particular in the areas of IP/IT/data protection, labour law and competition law
- Foreign trade law
Employee Ownership
ESOP, VSOP and other forms of participation by management and employees – we have the right solution for you.
- Advice on the choice of the appropriate employee ownership programme
- Real and virtual share options (ESOP and VSOP)
- Other virtual shares (virtual shares, phantom stock)
- Hurdle shares
- Employee ownership according to § 19a EStG
- Re-design of existing employee ownership
- Silent participations and sub-participations
- Tax audits and advice
- Labour law audits and advice
Fund structuring
We support you in structuring your venture capital fund. Our services include advice, design and negotiation of the following topics:
- Advice on selecting the appropriate fund structure, in particular special AIF and EuVECA
- Corporate structuring, including all documents for the fund, the carry vehicle, team investment vehicle and the management company
- All regulatory issues, including clarifications with the 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.
- Adjustment of the cap table
- Downround
- Pay-to-play
- Restructuring, reorganisation and insolvency
- Tax audit and advice
- Foreign trade law
IP transfer and spin-off
We love deep tech. Our experts provide comprehensive support for your spin-off project.
- Spin-off process
- IP transfer from research institutions
- Licence agreements
- Purchase option and transfer of IP
- IP for (virtual) shares
- Aspects of state aid and budgetary law
- Employee invention law
- Tax audit and advice
SE conversion
Are you planning a corporate restructuring in the growth phase? Our experts will support you in all matters relating to the transformation of your company's legal form, in particular into a European Company (SE)!
- Comprehensive corporate and labour law advice ‘from a single source’
- Advice on board structure (dualistic vs. monistic system)
- SE formation documentation (including the transformation plan and transformation report)
- Support with the employee participation procedure (in particular the BVG election procedure)
- Coordination with the transformation auditor and legal advisors to be engaged in other EU countries
