Working with start-ups and, in particular, university spin-outs, can be challenging. The first step is to understand the concept and where it would fit in the market. You will often be told there is no competition, but that often just means that no one else is working on the same concept. In reality, you need to find out how the problem is currently addressed in the field and how else it might be resolved. You have to be clear that there is a market opportunity of reasonable size to make the investment of time and money worthwhile. It is unpleasant, but sometimes it is a case of explaining that the “baby is ugly”. Once it is clear that the idea has legs, the current IP has to be assigned into the start up or appropriate licences obtained. Some universities can become greedy at this point, and it can be hard to negotiate terms that give a fair reward to the university but still allow the technology to be commercialised. If the spin-out will itself have to license the technology on to a final manufacturer or sales company, then there is a great danger of royalty stacking and the final product simply not being viable. Another issue if the University claims too large a proportion of shares in the spin-out is ensuring that the founders retain sufficient shares even after some investment is brought in to remain motivated. Investors are becoming increasingly wary of an early stage share register that carries too much dead wood and simply refuse to invest. So it is important to get the structure right from the very beginning. You also need to have a functioning board that supports the growth of the company and this means keeping it small but brining in the right expertise in the form of NEDs at the right time and not being afraid to change them as the company progresses. You also need to have the power to remove underperforming directors. This can be a sticky point with investors who naturally want to appoint a board member and often the chairman. This in itself is not a problem, but you need to agree a mechanism that if, say, a majority of the rest of the board want that person out, the investor is obliged to replace them. Sensible investors should be open to this, as a divided board cannot be in the best interest of the company, or of course, their investment. Much is written about having the “right” investor for your company, and while it is undoubtedly true that some investors are more attractive than others, it is often the case that an early stage company has little choice, as until the technology is proven, it can be hard to attract any investment at all. We maintain an extensive list of potential investors from angels to Venture capital funds and public bodies, and help our clients frame pitches intended to appeal to the particular investors. Key points are: what problem is technology aiming to solve? – expressed in layman’s terms, and: how much will it cost to get to exit?