Structuring and incorporation of a SaaS operating company, €5M+ post-money valuation

Background

A SaaS platform publisher decided to spin off one of its segments. The objective was to incorporate the newco separately from the rest of the group, acquire a third-party software product as its core asset, and in parallel build an investor pool. The transaction therefore had to include the creation of the company and its assets, then carry out the capital raise with a post-money valuation above €5M.

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Our work 

Corporate structure. Choice of the corporate form in light of the planned trajectory, drafting of the articles of association, organization of governing bodies, shareholders agreement covering both growth and exit scenarios, structuring of the capital raise and the implementation of incentive plans. 

Securing prior title. Verification of the chain of title in the software asset upstream of the transfer (authors, contributors, service providers), execution of missing assignments, coordination with potential open source dependencies to identify and neutralize areas of uncertainty.

Acquisition of intellectual property by the company. Framing of the mechanism selected to transfer the IP to the company, drafting of the related instruments, coordination with applicable procedural requirements, integration of the asset onto the company's balance sheet at incorporation.

Forward-looking protection and contractual framework. Trademark filings, drafting of the terms of use and terms of service, implementation of template agreements for the first customers and partners.

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Outcome

The company was incorporated and the software asset was transferred into it within a stable and documented framework. At launch, it had a fully integrated intellectual property base, a governance structure suitable for early-stage financing transactions, and a legal risk profile calibrated for the growth phase ahead. The company was able to complete its capital raise and roll out its employee incentive plans.