University spinouts – bringing our expertise in-house

Our national team of higher education lawyers can help you develop your in-house expertise, including spinouts which are an ever-popular way for higher education institutions (HEIs).

Spinouts are an ever-popular way for higher education institutions (HEIs) to capitalise on their intellectual property (IP) and academic and student know-how.

Our national team of higher education (HE) lawyers, including corporate and IP specialists, can help you develop your in-house expertise. Drawing on their experience advising HEIs on various spinouts, joint ventures, and partnerships, we’ll work with you to establish a ‘house’ approach to your corporate spinouts.

We’ll equip you with principal corporate document templates and offer the ongoing level of support you need.

How it works

Stage 1:

In the first instance, our corporate and IP specialist lawyers will work with you to gain a better understanding of your requirements and approach by advising you on up to two spinouts of your choice.

We will:

• deal with the incorporation of the new corporate entity (NewCo);
• prepare a shareholders/investment/joint venture agreement and articles of association for the NewCo. We’ll base this on an agreed set of heads of terms (for the second spinout, we’ll use those negotiated on the first instruction as a starting point and assume a similar approach is taken for further spinouts);
• prepare an intellectual property licence/assignment from the relevant party/parties to NewCo;
• draft the corporate ancillary documents needed to affect the spinout (likely to include board minutes, shareholders’ resolutions, and Companies House filings);
• liaise with you to finalise the documentation and complete each spinout; and
• deal with post-completion formalities (such as Companies House filings).

Stage 2:

At the second stage, we’ll draw on the knowledge we’ve gained advising on the two spinouts, to work with you to develop corporate template documents that reflect your preferred approach. We’ll prepare template versions of the negotiated final form shareholders/investment/joint venture agreement and articles of association documents from the spinout(s). The templates will have drafting options to use as starting points to tailor for future spinouts.

We want to make sure these templates work for you. We’ll run through them with you, to ensure you’re comfortable with the drafting options included, to identify where specialist input is likely to be needed and help you to spot any issues when using the templates in the future.

Stage 3:

At stage three, we’ll agree your bespoke retainer and support required for future spinouts.

Our intention isn’t to draft and negotiate on your future spinouts but to take more of a supervisory/assurance role to sit behind your in-house team. Think of us as a sounding board, providing guidance on using the templates and specific advice or market insight as needed.

We offer as much or as little support as you need, from training your team to talking you through the template documents the first time. We’ll invest the necessary time to understand your requirements and provide a model that fits your needs. We’d also like to support your spinout with its ongoing legal needs. We offer company secretarial services to ensure legal requirements are met when maintaining statutory registers and Companies House filings.

We also offer access to Grow, our legal support programme exclusively for start-ups. We’ll invest our time and expertise to ensure the spinout’s growth potential is fulfilled. Through a dedicated Grow adviser, we’d work on a range of services and facilitate introductions within our network of industry and investment contacts.

Cost

Our fixed-fee service includes the design of bespoke ‘in-house’ templates. For further information please contact us.