Venture capital/Private equity/Incentive schemes

Venture capital

Plesner provides advice in connection with various types of venture capital investments.

Our services in the field of venture capital particularly consist of assisting Danish and foreign venture capital companies in connection with their investments in portfolio companies.

Our services in that connection normally comprise assistance in connection with the implementation of legal due diligence and project management in relation to other due diligence areas, assistance in connection with drafting and negotiation of transaction documents, including in particular investment agreements and shareholders' agreements and advice in respect of special corporate law and tax law questions that normally arise in connection with a venture investment, in particular the question of special share class rights and other rights in connection with provisions on liquidity preferences, anti-dilution protection, upside ratchets and demand exit provisions etc.

Further, we typically also provide services in respect of structuring and implementation of special incentive programmes for the employees of the target company in connection with or in relation to a venture capital investment. Finally, we provide services to venture capital companies in connection with implementation of later investment rounds in the target company and in connection with the venture company's subsequent exit from the investment, normally either by industrial sale, secondary buy-out or stock exchange listing.

We also have wide experience in advising founders and other existing shareholders in connection with the implementation of venture capital investments in the target company, and we provide general advice to portfolio companies during their life cycle from start-up undertaking to exit candidate.

Finally, we provide advice on structuring and establishment of venture and buy-out funds as well as legal advice in respect of operation and administration of such funds.

Private equity

Plesner has extensive experience in advising both buyers and sellers in connection with private equity based transactions.

When we assist the buyers in such transactions, our services in particular comprise assistance in connection with implementation of legal due diligence, and often project management and coordination in relation to the due diligence carried out by other professions as well as assistance in connection with negotiation and final wording of the transfer agreement and other transaction documents and appendixes. In addition to that, our services in connection with buy-out transactions will normally comprise assistance in establishing a Newco company as buyer of the undertaking offered for sale, including planning, negotiation and drafting of more specific conditions for the management's acquisition of an equity interest in Newco, as well as planning and implementation of an appropriate incentive programme for the management and other key employees. Finally, our services will normally comprise advice, negotiation and contributions to the drafting of documents in connection with the planning of acquisition financing.

As far as the sellers are concerned, we mainly provide advice to industrial undertakings in connection with spin-offs and to private equity undertakings in connection with exit, normally by industrial sale or secondary buy-out. Services in this connection comprise legal assistance and project management in connection with planning and implementation of sale at an auction or otherwise, including advice on transaction structure, assistance in procuring and indexing a data room, performance of data room function, including communication of requests for further documentation and information and replies to such requests, and assistance in connection with drafting and negotiation of the transfer agreement and other transaction documents and appendixes.

Finally, we provide assistance in connection with structuring and organisation of venture and buy-out funds as well as current legal advice in relation to the operation and administration of such funds.

Incentive schemes

Advice by the Corporate/Commercial lawyers in this field is provided in close co-operation with lawyers practicing tax law and employment law and comprises assistance in connection with structuring and implementation of share based incentive schemes in a broad sense. Examples of such schemes include schemes concerning employee shares, share options, warrants, phantom shares, convertible bonds, other bonus and directors' emolument schemes and various combination models in respect of such schemes. Our services particularly comprise advice on corporate law and questions in relation to employment law as well as assistance in connection with corporate law and practical implementation thereof.