FOGLER, RUBINOFF LLP The Business Law Firm CHRIS KORESSIS Partner Fogler, Rubinoff LLP 416.941.8807 or 416.720.1624 [email protected] b

FOGLER, RUBINOFF LLPFOGLER, RUBINOFF LLPThe Business Law FirmThe Business Law Firm

CHRIS KORESSISCHRIS KORESSISPartnerPartner

Fogler, Rubinoff LLPFogler, Rubinoff LLP416.941.8807 or 416.720.1624416.941.8807 or [email protected]@foglerubinoff.com

http://www.http://www.foglerubinofffoglerubinoff.com/lawyers/.com/lawyers/ckck..htmhtm


Well Established (since 1928)Well Established (since 1928) 55 Lawyers in Toronto55 Lawyers in Toronto Association with 70 Law Firms Association with 70 Law Firms 3500 Lawyers in 50 Countries3500 Lawyers in 50 Countries

Raising Capital Raising Capital - a legal perspective- a legal perspective

The money is availableWhat you need to know to

get it!

Build a Good TeamBuild a Good Team

Pre-April 2000: Idea, Money, People Now: Idea and Plan, People, Money Getting top talent boosts your credibility If you need money to attract talent, it

may mean your business is not yet marketable

That’s how it works today

Chris Koressis Fogler, Rubinoff LLP

Legal Incentives to Build Legal Incentives to Build TeamTeam

Shares Shares Shareholders AgreementsShareholders Agreements Stock Option PlansStock Option Plans Profit Sharing PlansProfit Sharing Plans


Legal StrategiesLegal Strategies

Employment ContractsEmployment Contracts Consulting AgreementsConsulting Agreements Confidentiality and Non-Confidentiality and Non-

CompeteCompete Board of DirectorsBoard of Directors


Advisory BoardsAdvisory Boards

““Even more important than a Even more important than a good idea is building or teaming good idea is building or teaming up with a group of executives up with a group of executives who have the industry profile who have the industry profile and knowledge to offer a high and knowledge to offer a high level of comfort to investors”.level of comfort to investors”.

Globe & Mail, March 5, Globe & Mail, March 5, 2001 2001


Strategies to Build Team & Strategies to Build Team & Get $Get $

Letters of Intent with CustomersLetters of Intent with Customers Strategic Alliances/ PartnershipsStrategic Alliances/ Partnerships Bricks/Clicks: Getting Physical Bricks/Clicks: Getting Physical

ComfortComfort Distribution AgreementsDistribution Agreements Networks - Brainbanx Networks - Brainbanx


Securities LawSecurities Law

November 30, 2001November 30, 2001 Exempt DistributionsExempt Distributions Disclosure Documentation SimplifiedDisclosure Documentation Simplified Email me for summary: Email me for summary:

[email protected]@foglerubinoff.com


Mergers and AcquisitionsMergers and Acquisitions

““Survival, perhaps, might even mean Survival, perhaps, might even mean being merged or acquired by a being merged or acquired by a company that has been lucky enough to company that has been lucky enough to raise funding”raise funding”

Globe & Mail March 5, 2001Globe & Mail March 5, 2001

Economies of Scale Economies of Scale Increased ValuationIncreased Valuation


Keep it SimpleKeep it Simple

Simple Corporate Structure Simple Corporate Structure Not Holding Company in Cayman Not Holding Company in Cayman

Islands Islands Not R&D in foreign jurisdictionsNot R&D in foreign jurisdictions Get Tax Savings AdviceGet Tax Savings Advice

Fogler, Rubinoff LLPChris Koressis

Disclosing your Business Disclosing your Business PlanPlan

Non-Disclosure Agreements Non-Disclosure Agreements Notices on Business Plans Notices on Business Plans Good Ideas are EasyGood Ideas are Easy Good Implementation is HardGood Implementation is Hard


First Contact: Be BriefFirst Contact: Be Brief

Short email - No attachmentShort email - No attachment Capture their Attention and Imagination Capture their Attention and Imagination Think about Strategic InvestorsThink about Strategic Investors What Company will profit by your What Company will profit by your

SuccessSuccess What Company will be CannibalizedWhat Company will be Cannibalized


The Business PlanThe Business Plan

20 page business plan 20 page business plan Spend a lot of time on exec. Spend a lot of time on exec.

SummarySummary 80/20 rule80/20 rule Don’t get obsessive with the #’sDon’t get obsessive with the #’s VCs know financial projections VCs know financial projections

speculativespeculative


Acknowledge/Create an Acknowledge/Create an EnemyEnemy

If you say you have no competitionIf you say you have no competition• (i) No market, or (ii) You are Clueless (i) No market, or (ii) You are Clueless

Competition legitimizes the marketCompetition legitimizes the market How will you beat the competition?How will you beat the competition? What’s your advantage?What’s your advantage? How will you tilt the playing field?How will you tilt the playing field?


Look for ValueLook for Value-but eat when served-but eat when served

Get $ from VCs that give you added Get $ from VCs that give you added value value

Access to contacts, introductions to Access to contacts, introductions to customers, partners, etc.customers, partners, etc.

Don’t fight dilution - 40% of $10M Don’t fight dilution - 40% of $10M > 100% of Nil> 100% of Nil



CHRIS KORESSISCHRIS KORESSISPartnerPartner

Fogler, Rubinoff LLPFogler, Rubinoff LLP416.941.8807 or 416.720.1624416.941.8807 or [email protected]@foglerubinoff.com

http://www.http://www.foglerubinofffoglerubinoff.com/lawyers/.com/lawyers/ckck..htmhtm

Documents

FOGLER, RUBINOFF LLP The Business Law Firm CHRIS KORESSIS Partner Fogler, Rubinoff LLP 416.941.8807 or 416.720.1624 [email protected] b