How to get your start-up investment-ready

Blog | Fast growth & Start-Ups

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With the pandemic creating a wave of entrepreneurialism, many new businesses may now be seeking cash injections. But what do start-ups need to do to make sure they’re ready for investment?

Product innovation, market size and strong financial forecasts will all peak an investor’s interest in your business. However, when ploughing money into a company, investors will want to know their outlay is a safe bet.

With this in mind, there are multiple steps start-ups can take to make sure they have the best chance of securing the cash they need on their scale-up journey after they’ve attracted an investor through their doors.

Corporate structure

It’s very unlikely an investor will give money to an individual, so it’s important to have a corporate structure in place. Having a good idea is a great place to start, but most growing business are operated through a corporate vehicle that enables you to contract with other people – as well as eliminate personal liability for damages. Limited companies or limited liability partnerships (LLPs) are often used.

Contractual arrangements

Investors will need to see that you’ve got proper contractual arrangements established, so that everything you think applies to that relationship is agreed in writing. Supplier and customer arrangements should be governed by some sort of contract that covers important things like limitation of liability, termination, price and deliverables, for example.

Confidential information – which is protected when someone owes an obligation of confidence to someone else – is also something that needs to be thought about. While an obligation may sometimes be owed under common law, it is better if it arises formally under a contractual arrangement with a non-disclosure agreement in place.

Ownership of intellectual property

Intellectual property (IP) – which might be, for example, copyright that exists in source code for software, patents that protect inventions or trade marks to safeguard brands – is a really important factor that people miss all the time. IP is usually the most valuable asset of a start-up business, so it is crucial to get advice on what rights may be registered to get the best protection, particularly as investors will want to see this.  Investors will also want to make sure that any IP is owned by the corporate vehicle into which they are investing, and that third parties do not have conflicting rights.

Employment contracts

While not all start-ups employ people, if you do, make sure there are contracts in place so employees know the scope of their roles, their obligations to the company and that anything they create belongs to the business.

Regulatory

Even if you’re only holding customer or employee details, almost all companies will need to comply with data protection law, so it’s important to make sure you know your obligations. Depending on which sector you’re in, there will be other regulations you need to be aware of.

The financial penalties for non-compliance can be significant. If an investor discovers your business is not complying with the necessary regulations during their due diligence checks, they may back out of the deal as the risk of severe fines is simply too large.

Consequences

While an investor is unlikely to pull their cash straight away if none of the above actions are in place, it may negatively affect the investment in some way as the risk profile will have changed. Therefore, carrying out your due diligence checks upfront is key to ensuring you secure the investment you need for future growth.

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Kerry specialises in intellectual property infringement disputes, non-contentious intellectual property exploitation and advertising law, working with both private and public sector clients.

Start-ups & Fast Growth Companies

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Why you need terms and conditions

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All businesses should have standard terms and conditions of business. Unfortunately, these are often a low priority by companies and may only be given detailed consideration when a dispute arises, by which time can be too late.

In the meantime, your sales team, without the knowledge of the legal department, be issuing quotations or processing orders using terms that are out of date, unsuited to the company's current business needs or simply copied from terms used by the company's competitors (or arguably even worse from other types of business altogether invariably making them even more ill-fitting and unsuitable).

If sales staff are not following proper contracting procedures, they may sometimes not even be contracting on the company's own terms, because better-trained purchasing departments have succeeded in substituting their own.

The pros and cons of using standard terms

There are many benefits to using standard terms
  • They avoid the time and expense of drawing up specific terms for each individual transaction.

  • They enable a company to introduce terms favourable to itself in a format that does not encourage heavy negotiation, for example, terms limiting the supplier's liability (in the case of terms of sale) or extending the supplier's liability (in the case of terms of purchase).

  • They provide certainty that the company will be trading on broadly consistent terms that comply with the company's policies and procedures.

  • They allow for standardisation of a company's contracting procedures, and for contracts to be handled and concluded by more junior staff.

There are some limitations to using standard terms
  • There are greater restrictions on the extent to which a company is allowed to exclude or limit its liability where trading on standard terms that have not been individually negotiated or where the company is contracting with a consumer. Certain terms may be unenforceable altogether and others may be enforceable only if they satisfy special tests of reasonableness or fairness.

  • The standard terms must be incorporated into the contract between the supplier and the customer in order to be binding.

  • There is a danger of staff using the standard terms for transactions for which they are not appropriate. As a safeguard against this, companies can, for example, establish procedures where proposed contracts over a certain value are sent to the legal department for review before they are issued.

  • The use of standard terms cannot be relied on in place of commercial measures such as the maintenance of adequate credit or quality control procedures: they should be in addition to, rather than in substitution for, such measures.

  • Standard terms require regular review in order to ensure that they take account of legislative changes or new case law and reflect any changes in the business activities of the company.

  • A business may still need to have more than one set of standard terms if it provides a variety of significantly different goods (for example, off the shelf goods and bespoke goods.)

Having correctly drafted and incorporated terms and conditions can save businesses considerable expenses in the long run.  Legal action further down the line can be expensive and drawn out so getting it right from the start can reap benefits.

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Ed works with clients from all sectors (particularly healthcare/life sciences, sport, technology, media and communications) on wide-ranging non-contentious contractual, IP, data protection and competition law issues.

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Guides and Advice

Getting investment-ready: 7 tips for start-ups

Tech companies have recently skyrocketed in value, and with plenty of cash looking for a suitable home, start-ups need to know how to land the best investor.

  1. Scope out interest

Reaching out to professional networks is a great first port of call for start-ups. From bankers to accountants, many existing connections will have established relationships with potential investors that could be beneficial. All it takes is an introduction and a good first impression.

  1. Take a deep dive into the sector

Knowing the sector and its trends inside and out is a great way to target the right investors. By exploring which investors are currently buying up similar companies, through speaking to successful counterparts or simply reading trade magazines, a selection of targets can be drawn up.

  1. Know what type of investor to target

There are two major types of investors: venture capital investors, who prefer more mature businesses, and business angels, who are willing to take risks and support new businesses with big ideas. There are also a range of alternative funding options such as crowdfunding, pension funds and venture capital trusts (VCTs).

  1. Remember that the business is more than just tech

Innovative tech alone is not enough to guarantee great investment. Choosing to invest in operations such as talent acquisition and IP protection, gives the business a stronger backbone, adding security for investors.

  1. Establish other sources of revenue

Having a diverse and long-term source of income can not only provide extra protection in the form of financial cushioning, but can also demonstrate to potential investors that the business is moving towards healthy growth.

  1. Prove what makes the business unique

In a saturated market it’s important to stand out. Positive publicity, including industry-focused awards and press features can cast a spotlight on the business and attract more investment.

  1. Carry out an internal review

Completing due diligence checks shows investors that the business is fully aware of the risks and opportunities that it holds. By undertaking a thorough internal review early on, start-ups can prepare themselves for any questions or requests from potential investors, keeping them on side and maximising value.

Specialist legal advice can help with this process, giving start-ups the peace of mind that they are investment ready.

Emerging tech start-ups have plenty of investment opportunities to pursue but finding and retaining the right one can be challenging. Robust preparation and future-proofed plans are essential when it comes to securing the perfect investor.

Get in touch to find out how our corporate team can help your start-up take the next steps on its business journey.

We have launched our guide to recovery and resilience, helping to support businesses and individuals unlock their potential, navigate their way out of lockdown and make way for a brighter future. Further advice in relation to COVID-19 can be found on our dedicated coronavirus resource hub.

From inspirational SHMA Talks to informative webinars, we also have lots of educational and entertaining content for life and business. Visit SHMA® ON DEMAND.

 

 

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Guides & Advice

Things to consider before entering an IP collaboration

Collaborations to develop new intellectual property (IP) are becoming more widespread across many sectors but how can you be sure you are protecting your best interests?

As businesses become increasingly specialized, new opportunities for growth may require working with another entity to test ideas and create new solutions. However, before entering into a collaboration agreement, there are a number of things to consider.

The benefits of collaborating

Not only is a collaboration useful for creating new products and processes, it also has a range of other benefits, including:

 

  • Driving forward company growth and brand awareness
  • Entering into new markets
  • Creating new IP
  • Research and development (R&D)
  • Keeping up with competitors
Core considerations

When drawing up a collaboration agreement, it is vital that key elements of the agreement, such as IP and confidential information, are defined clearly. There are a number of aspects to consider, to protect both the collaboration and each party. These can include:

 

  • Background IP: This refers to the existing IP each party already has and should be kept separate so that there is no ambiguity between existing IP and IP created as part of the collaboration. Background IP must be defined clearly, particularly unregistered IP and know-how. This is a technical skill and best done with the advice of a lawyer.

 

  • Foreground IP: This refers to the new IP that is born out of the collaboration. Again, this should be carefully considered and defined. Clauses relating to Foreground IP should cover, for example, the disclosure of IP to the other party, ownership and licensing, as well as the responsibility of protection and registration. When negotiating how Foreground IP may be commercialised, the parties should consider whether there are any legal restrictions, such as competition law.

 

  • Confidentiality: Both the agreement itself and know-how / trade secrets should be considered. While the agreement itself is usually confidential, it should be agreed how each party’s confidential and technical information can be used. This should also cover consequences of termination of the agreement for any reason and the duration of obligations.

 

  • Practicalities & responsibilities: This should encompass all the basics, from how the parties will communicate, to the project schedule and change control. While this part of the agreement does not refer to the IP, it is still very important to define each element carefully.

 

  • Corporate structure: Sharing IP can be tricky, so the parties in collaboration should decide the corporate structure in the early stages. For example, if both parties have their own limited companies, they may wish to create a separate holding company to protect the IP and another trading company that will upfront the commercialisation of the project.

In summary, collaboration agreements are extensive documents that must cover all aspects of an arrangement in order to protect both parties.

While the benefits of a collaboration can be great, it can also be a difficult balancing act between achieving a lucrative partnership and ending up with an investment flop.

Get in touch to find out how our intellectual property team can help.

We have launched our guide to recovery and resilience, helping to support businesses and individuals unlock their potential, navigate their way out of lockdown and make way for a brighter future. Further advice in relation to COVID-19 can be found on our dedicated coronavirus resource hub.

From inspirational SHMA Talks to informative webinars, we also have lots of educational and entertaining content for life and business. VisitSHMA® ON DEMAND.

Our free legal helpline offers bespoke guidance on a range of subjects, from employment and general business matters through to director's responsibilities, insolvency, restructuring, funding and disputes. We also have a team of experts on hand for any queries on family and private matters too. Available from 10am-12pm Monday to Friday, call  0800 689 4064.

 

 

 

 

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Guides & Advice

No one likes a copycat: how can brands protect their products?

From the Lidl ‘Hampstead’ gin to Aldi’s Cuthbert the Caterpillar cake, ‘copycat’ products have recently taken the spotlight, with brands looking to remove them from supermarket shelves. However, copycat stores having successfully used this business model for many years, and the attack of the clones is likely to continue. So, how can brands protect themselves from these lookalikes?

What is a ‘copycat’ product?

Essentially, these products are imitations made to look like the original, but with a few key differences. By copying aspects such font or colour rather than brand name, these products tiptoe carefully around the realm of trade mark infringement, making it harder for brands to take action.

Proving consumer confusion

Usually, a trade mark infringement case will centre on a name or a logo and the potential to cause confusion for consumers. The problem comes when proving this confusion, as it can be difficult to establish, especially if the name or logo isn’t identical to the registered mark.

As such, copycat cases often revolve around ‘passing off’, meaning that another brand is using the positive associations of the original to sell their own lookalike product (such as colour, shape, designs – known as “get up”). However, this can be just as hard to prove as trade mark infringement.

For example, when entering Aldi or Lidl, customers are fully aware that they won’t be buying the real thing. As a result, it could be said that some copycat products are merely legitimate competition.

Brand dilution

As well as a reduction in sales being a cause of concern for brands, copycats can also dilute well-established names. If a number of products are using the same colour scheme or font, a ‘family’ of similar products is created, increasing the chance that shoppers will buy an imitation.

Should the copycat be of poor quality, this can then damage the reputation of the original brand through association.

Protecting your product

The more comprehensive a brand’s IP portfolio, the more likely a copycat court battle will fall in favour of the original product. Although registering trade marks for fonts and colours is more challenging, this should still be considered. – along with design right protection and copyright.

Another way to protect a product’s market position is to boost its visibility through effective marketing, showing consumers why it is better than its competitors.

Unless there is a substantial legislation change to include a concept such as “unfair competition”, brands will have to continue to battle against the onslaught of copycat products. However, by creating a strong IP portfolio, businesses can give themselves a fighting chance in court.

Contact us

Learn more about our intellectual property team and find out how they can help you.

We have launchedourguide to recovery and resilience, helping to support businesses and individuals unlock their potential, navigate their way out of lockdown and make way for a brighter future. Further advice in relation to COVID-19 can be found onourdedicated coronavirus resource hub.

From inspirational SHMA Talks to informative webinars, we also have lots of educational and entertaining content for life and business. VisitSHMA® ON DEMAND.

Our free legal helpline offers bespoke guidance on a range of subjects, from employment and general business matters through to director’s responsibilities, insolvency, restructuring,fundingand disputes. We also have a team of experts on hand for any queries on family and private matters too. Available from 10am-12pm Monday to Friday, call0800 689 4064.

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Our expert lawyers are ready to help you with a wide range of legal services, use the search below or call us on: 0330 024 0333

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Deal

Lung cancer detection technology acquired in £21 million deal

Bould Opportunities has acquired Cizzle Biotechnology Limited in a multi-million pound deal, and raised more than £2.2 million, conditional on shareholder approval.   The combined entity will be listed on the Standard list and London Stock Exchange, with the support of Midlands law firm Shakespeare Martineau.

Cizzle Biotechnology, which is a spin-out from the University of York, is focused on patent protected technology for the early detection of lung cancer through the development of a blood test for the CIZ1B biomarker, and has been sold to Bould Opportunities in London for a total consideration of £21 million.

Bould Opportunities, a formerly AIM quoted company, was seeking acquisitions after disposing of its existing trading subsidiaries.

Allan Syms, chairman of Bould Opportunities, said: “I am delighted to have exchanged on the acquisition of Cizzle Biotechnology. I believe that the acquisition presents huge value for Bould Opportunities, with a technology looking to address an urgent clinical need. Shakespeare Martineau has been excellent in supporting us and Cizzle Biotechnology through the process, they understand our sector and have helped us get the best possible outcome for all stakeholders.”

Keith Spedding, partner and business transaction specialist at Shakespeare Martineau led the deal on behalf of Cizzle Biotechnology Limited, said: “The biotech industry is absolutely fascinating, we are seeing huge movements and rapid growth in this market as clinical need increases and technology and innovation races to keep up.  It’s been a long journey but great to get this deal done which will allow Cizzle now to continue to develop its blood test for the benefit of many in the continuing fight against cancer.

Keith was assisted by Jennie Davis and Gweni Rees-Evans.

Helping to detect lung cancer early

According to Cancer Research UK, in 2018 there were 17 million new cases of lung cancer globally with cases expected to grow to more than 27 million by 2040.

Allan continued: “Lung cancer is incredibly hard to diagnose at an early stage as there are few clinical symptoms. However, I believe that Cizzle Biotechnology can provide a solution to this problem through the blood test it is developing for the early detection of a majority of the different forms of lung cancer.”

Allenby Capital Limited acted as financial adviser and Novum Securities Limited as broker.

Dominic Prentis and Richard Pull of Goodman Derrick acted for Bould.

Contact us 

For further information please contact Keith Spedding or another member of the corporate team.

Our updated guide to recovery and resilience covers everything you need to navigate your organisation out of lockdown, unlock your potential and make way for a brighter future. Further advice in relation to COVID-19 can be found on our dedicated coronavirus resource hub.

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Blog

Prior use and patent validity | A discussion of Claydon Yield-O-Meter v Mzuri

How far will the courts stretch the Hozelock decision? Here we discuss the Claydon Yield-O-Meter v Mzuri case  – testing the general principle of UK patent law that if an invention is ‘seen’ before its priority date, it cannot be patented.

 

[Disclaimer: Shakespeare Martineau LLP represented the successful Defendants in this case.]

The Claydon Yield-O-Meter v Mzuri case involved the alleged infringement of two patents relating to agricultural machinery, or more precisely, seed drills.

A key issue in relation to one of the patents was whether the patent was invalid as a result of the prior disclosure of the invention before its priority date.

The patent claim in issue essentially related to a seed drill to be attached to a tractor, utilising two rows of tines spaced across the width of the drill, with the front and rear rows of tines being aligned so that a first tine breaks up soil and the second places seed in the broken up soil.  The apparatus therefore leaves strips of undisturbed soil in-between the seeded strips – a method of planting known as “strip-tillage”.

The inventor had tested his seed drill on his farm for ten hours, including travel to and from a workshop, split over two days, prior to the patent’s priority date.  However, the field on which testing was admitted had a public footpath running across its top edge, which at the time of testing was unmarked and unmaintained.

The law

The starting point is that a ground for revocation of a patent is that the invention is not a patentable invention (s.72(1)(a) Patents Act 77 (“PA”)).  A patent may be granted only where “the invention is new” (s1(1)(a) PA), and “an invention shall be taken to be new if it does not form part of the state of the art.” (S2(1) PA).

The question therefore turns to what is in “the state of the art”.  This includes all matter which has been “made available to the public” anywhere in the world before the priority date (S2(2) PA).

The judgment refers to the case of Lux Traffic Controls Ltd v Pike Signals Ltd [1993], to reiterate that the disclosure to the public must also be an “enabling disclosure” – “such as to enable the public to make or obtain the invention”.  This judgment also confirms that for an invention to be enabled, the skilled person need only have been able to discern details of the invention at the level of generality at which they appear in the claim.

The question in the Claydon v Mzuri case was whether the testing on the farm made the invention available to the public, so as to enable the invention claimed in it.

“Available to the public”

The judgment confirms that an invention is “made available to the public” if the information made available is that which would have been either noticed or inferred by a person skilled in the art who, hypothetically, had taken advantage of the access to the invention established on the evidence.  It therefore does not matter whether somebody in fact took advantage of that availability, or not.  The inventor argued that the path was very little used at the time of testing, but the judge found that that assertion still implied that the public had access to it at the time.

So in this case, the question was not whether a person did see the testing on the field from the footpath, but what could they have seen had they been present on the public footpath.

The judge’s decision

By the time of trial, the expert witnesses were in agreement that most of the features of the claim would be visible to an onlooker from the footpath, aside from essentially the alignment of the tines.  As the seed drill tested on the farm was quite a large piece of machinery, and was driven closely to the footpath at one point during testing, the experts agreed that certain claimed elements would be visible, such as attachment to a tractor, and the use of rows of tines, a seed ‘hopper’ (the tank containing the seed), means for feeding seed to the seeding tines, and soil levelling means.

In relation to the alignment of tines, the judge reviewed the expert’s evidence.  The claimant’s expert suggested that precise alignment would not be visible due to the presence of the rear levelling wheels obscuring the view.  The defendants’ expert had no doubt that the skilled person observing from the footpath would have been able to see that the soil had alternate lines of tilled and untilled soil and that therefore the tines in the first and second rows must be aligned.

The judge then concluded that the skilled person, stood on the footpath, “would have believed the tines in the first and second rows were aligned” and would have been able to “see the prototype in action and been able to deduce from its appearance and from the appearance of soil left in its wake, features of construction of the prototype including all the features of [the] claim”.

Discussion of Hozelock

The inventor also sought to rely on arguments similar to those discussed in the recent decision in  E. Mishan & Sons Inc v Hozelock Ltd [2019], in which an inventor testing prototype hoses in his front garden was found not to have made the invention available to the public because the judge accepted the inventor’s evidence that if he had become aware of anyone watching his testing of the prototype, then he would either have packed away the equipment and waited until the visitor had left, or taken it round to back of his house where it would have been out of sight.

However, the subject matter of the invention here was significantly different to that in Hozelock.  The prototype drill tested by the inventor here was around 3m wide, and the judge distinguished the case by commenting that “preventing a member of the public from seeing a prototype seed drill would have been a good deal more difficult than hiding a prototype garden hose”.  The inventor’s evidence as to what he would have done if he saw an observer during testing of his seed drill, to prevent an enabling disclosure, was not clear enough to convince the judge that it was possible to prevent the skilled person from seeing or inferring each of the claimed features, including the alignment of the tines.

Use of drones and other equipment

Another point arose during argument at trial, regarding enablement and whether it is to be contemplated that technical equipment would have been used to enhance the detail of what would/could have been seen.

The judge did not rule out the availability of such arguments to be run, but in the circumstances the defendants did not run a detailed case on this point (e.g. exploring what equipment the observer might reasonably have been expected to carry and use), due to the visibility of the relevant integers of the claim to the naked eye.

The judge compared two contemporary examples, which may be relevant to prior use arguments that arise relating to alleged disclosures in the present day. Firstly, the judge recognised that evidence discernible using a mobile phone with a zoom function on its camera could be admissible to determine a prior disclosure, provided that evidence showed that at the relevant time and place a member of the public could reasonably have been expected to carry such a phone and use the zoom and could have done so lawfully.

In contrast, the judge doubted that evidence could establish that the skilled person would have had “a swarm of drones”, nor that use of the swarm would necessarily be ‘legal’, as it may give rise to issues of privacy and breach of confidence.

Practical tips for testing an invention, to reduce the risk of a prior use invalidating your patent
For inventors:
  • The safest thing to do is to not test your invention anywhere in public prior to the priority date – or even near to somewhere with public access, for example a footpath across private land. Here, had the inventor only tested the prototype on the other side of the field, away from the footpath, it might have not been treated as a public and/or enabling disclosure.
  • When testing an invention, make sure you discuss and document any steps taken (or that you would have taken) to prevent a public disclosure. The more detailed this is, the more likely you would be able to convince a judge that there was no public disclosure.
And for those challengers to the validity of a patent:
  • See if you can find any evidence or indication that an invention has been tested or otherwise disclosed prior to the patent’s priority date, and if so investigate where and how such testing took place.
  • If you are seeking to rely on the observer having equipment to assist with the observation, such as binoculars or a video camera, then evidence may be needed as to why that person could reasonably have been expected to carry that equipment at the time.
We're here to help

For further information on an issues concerning the above case, or any other aspect of patent or intellectual property law, contact Daniel Kelly or another member of the intellectual property team.

Our updated guide to recovery and resilience covers everything you need to navigate your business out of lockdown, unlock your potential and make way for a brighter future. Further advice in relation to COVID-19 can be found on our dedicated coronavirus resource hub.  

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Shakespeare Martineau supports multimillion-pound acquisition of financial coaching business

The East Midlands corporate team at law firm Shakespeare Martineau supported Adam Price, the founder of financial planning firm Hatch Financial Planning, throughout a multimillion-pound acquisition by Octopus Group.

Hatch, which works with the likes of MoneySuperMarket, Sony Interactive Entertainment, Epson, and Experian in offering affordable expert financial coaching, will shortly rebrand to Octopus Moneycoach. Ambitious plans are in place to grow the business from 30 to 200 employees over the next two years and to bring financial coaching to the mass market, with both AI and human advice services available to customers.

As one of the UK’s fastest growing financial services companies, Octopus’s acquisition of Hatch will enable the business to reach a wider audience, helping even more people to access vital financial services. Partnering with other established financial advice businesses already housed within the Octopus Group, Octopus Moneycoach will focus on offering financial coaching and planning to the employees of businesses who are looking to further support their workforce.

Led by Lincoln-based corporate partner Michael Squirrell, the Shakespeare Martineau team supported Adam Price, the founder and CEO of Hatch, on all legal aspects of the transaction.

Of the transaction, Michael Squirrell, said: “Octopus Group is one of the UK’s fastest-growing companies, unafraid to invest in other entrepreneurially-minded businesses.  With Hatch being a leading player in the financial coaching market, the synergies between the businesses are clear and the sale of Hatch proves that there remain plenty of great investment opportunities out there.

“It was a pleasure to act for Adam on the sale, playing our small part in this important step forward on Hatch’s mission. The creation of Octopus Moneycoach to complement Octopus’s existing financial services businesses is the perfect next stage for Hatch.

Adam Price, founder and CEO of London-based Hatch, said: “There is a misconception that financial services are only for corporate giants and multi-millionaires. Hatch’s goal has always been to change attitudes towards financial planning, making it a simple and affordable process for everyone. Octopus Group shares this vision, having consistently championed financial advice, making it a natural partner for Hatch.

“I am hugely grateful to Michael and the rest of the corporate team at Shakespeare Martineau, whose expertise and guidance made the acquisition as smooth as possible.

The Shakespeare Martineau team involved in the acquisition comprised Michael Squirrell, Oliver Gutman, Sam Naunton, Oscar Ciaurro and Tait Grundy.

Contact us

For any further information contact Michael Squirrell or another member of our corporate team.

Our corporate team is ranked as a Leading Firm in the Legal 500 2021 edition.

Our updated guide to recovery and resilience covers everything you need to navigate your business out of lockdown, unlock your potential and make way for a brighter future. Further advice in relation to COVID-19 can be found on our dedicated coronavirus resource hub.  

From inspirational SHMA Talks to informative webinars, we also have lots of educational and entertaining content for life and business. Visit SHMA® ON DEMAND.

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Shakespeare Martineau helps cyber security start-up secure investment

We supported fcase with securing investment from start-up and scale-up funders Wayre UK, part of Telefonica’s innovation hub.

fcase, which specialises in fraud detection and prevention orchestration technology, will use the investment to further develop its sophisticated and extremely flexible technology, which centralises and automates the end-to-end framework for fraud operation centres.

Our team, comprising Catherine Moss, Georgia Keogh, Oliver Gutman and Tijen Ahmet, advised on the corporate and tax issues relating to the investment, having previously worked with fcase advising on business immigration.

Catherine Moss, partner and corporate finance expert said: “Cybersecurity, tech and digital are all proving sound investment areas for many funds. With fraud increasing as more people started working from home, it’s innovative technologies like those created by fcase which will make a difference to the safety and security of people and businesses by creating accessible, easy to use digital solutions supporting consumer financial services products. We look forward to continuing with fcase as they grow.”

Emre Sayin, CEO of fcase said: “We found that too often, banks, financial services, and insurance companies face the challenge of siloed anti-fraud systems and operations with little-to-no cross-functional or departmental communication, delivering significant inefficiencies and gaps that fraudsters exploit. For fraud prevention and operations to be effective, the enterprise must be connected and working in harmony via one final fraud orchestration layer connecting and managing point systems, such as anti-fraud.

“With our unified system, enterprises have a full picture of their fraud operations, diminished operational challenges, and a superior customer experience. Not only does fcase set a new standard for fraud operations management, but we also guarantee effective customer support through our 24/7 on-call system.

“This is a really exciting step in our growth journey and the team at Shakespeare Martineau have played a crucial part in getting our business investment-ready.”

Contact us

For any further information, or to see how we can support your business plans, contact Catherine Moss or another member of our corporate team.

Our corporate team is ranked as a Leading Firm in the Legal 500 2021 edition.

Our updated guide to recovery and resilience covers everything you need to navigate your business out of lockdown, unlock your potential and make way for a brighter future. Further advice in relation to COVID-19 can be found on our dedicated coronavirus resource hub.  

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Shakespeare Martineau supports Tulla Resources' £80m listing on Australian Stock Exchange

We have supported Australian-based gold mining company Tulla Resources go to market in order to raise more than £43 million. The deal, which will see Tulla Resources – a UK plc – floated on the Australian Stock Exchange (ASX), raise £43.53 million of new money from investors. As a result, the company will be worth more than £80 million when its depositary interests are re-listed on the ASX.

Money raised from the flotation will be used to fulfil obligations under its farm-in and joint venture agreement with ASX-listed Pantoro Limited.

Tulla Resources has 50% interest in the Central Norseman Gold Project - a historical gold mine located near the town of Norseman in the Goldfields of Western Australia that has produced over 5.5Moz of gold since operations began in 1935. The other 50% interest of Central Norseman Gold Project is held by ASX-listed company Pantoro Limited, which acquired that interest from Tulla Resources via a farm-in and joint venture agreement.

Working in partnership with Australian firm Herbert Smith Freehills, we advised on the pre-flotation restructuring and the UK aspects of the flotation, having held a long-standing relationship with the mining company as its company secretary since 2005 and UK legal adviser since 2018. Our team comprised Ben Harber, Catherine Moss, Hannah Maxwell and Georgia Keogh.

Catherine Moss, corporate partner said: “The listing of depositary interests in a UK plc on an overseas exchange is always a challenging process as we work with a company through the complexities of differing company law, takeover and corporate governance regimes.  Together with Herbert Smith Freehills in Australia and Tulla Resources’ registrars we sought to enable Tulla Resources to do so as cleanly and efficiently as possible.

“At the moment, as it comes out of a period of intermittent lockdown, the Australian economy is starting to move into growth again and, as gold is a strategic asset for economically uncertain times, investing in companies that have access to provable reserves has become highly attractive for investors both in Australia and elsewhere.”

Mark McIntosh, Tulla Resources CFO said: "This matter threw up innumerable challenges which Shakespeare Martineau addressed, often at short notice, to enable the company to achieve its objective of becoming a listed public company and raising capital to secure funding for its 50% interest in the Norseman Gold Project.

"The company is immensely grateful for the advice and support of Catherine and Shakespeare Martineau. They were absolutely first class."

Contact us

For any further information, or to see how we can support your business plans, contact Ben Harber, Catherine Moss or another member of our corporate team.

Our corporate team is ranked as a Leading Firm in the Legal 500 2021 edition.

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Shakespeare Martineau advises on multi-million pound sale of Prolectric

Our West Midlands corporate team has advised on the sale of Prolectric Services Ltd, a state-of-the-art lighting manufacturer, to international group Hill & Smith Holdings PLC for an initial cash consideration of £12.5 million.

Located across UK, USA, France, India and Australia, Hill & Smith Holdings PLC creates sustainable infrastructure and safe transport through innovation, including galvanizing services, roads safety and security products, and utilities products and services.

Prolectric is a UK market leader in sustainable lighting, power and security. It’s off grid solar energy solutions provide a practical way for businesses to measure the reduction in CO2 emissions versus diesel powered alternatives and meet carbon-saving commitments, as well as reduce noise pollution.

Duncan James said: “This is yet another great example of a fast-growth entrepreneurial businesses taking the next step in its growth journey. We’ve worked with shareholders at Prolectric for many years and are delighted to support this great deal that benefits both parties.”

The acquisition will enhance Hill & Smith’s product portfolio and give the Group a deep understanding of solar technology. Shareholders from Prolectric Services Ltd, including the management team, will be staying with the business.

Gregg Poulter, finance director at Prolectric Services Ltd said: “This deal is good for both parties. Our tried and tested products provide an innovative no emission solution for Hill & Smith’s client base and we gain access to global markets that will benefit from our products, as well as being able to maintain our brand.

“This is a really important milestone for us and the team at Shakespeare Martineau gave the shareholders commercially focussed legal advice which helped bring the deal to a successful conclusion. We’re thrilled with the result of this deal and look forward to an exciting future for Prolectric.”

Contact us  

Find out how our corporate team can support your business.

Our corporate team is ranked as a Leading Firm in the Legal 500 2021 edition.

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Shakespeare Martineau supports Solid State in multi-million pound acquisition

Shakespeare Martineau has supported Worcester-based technology manufacturer, Solid State plc ,with the acquisition of London headquartered Active Silicon Limited for an initial consideration of £6.3m. 

AIM listed manufacturer Solid State produces computing, power and communications products, and is a value added supplier of electronic and opto-electronic components.

Established in 1988, Active Silicon designs and manufacturers imaging and embedded vision systems, allowing the capture, processing, and transmission of image data in high performance and critical environments. With a longstanding, global customer base, Active Silicon’s products have applications in multiple areas of industry, science, and technology - including advanced manufacturing, life sciences, robotics, medical imaging, security and defence  

The acquisition of Active Silicon will boost the manufacturers product portfolio and enables the enlarged Group to address the growing demand for 3D vision and robotic applications, as well as the increased requirements for embedded machine vision and edge AI computing products. As a result, the acquisition also provides scope for the design and manufacture of own brand products and further routes to a global market for the expanded Solid State plc Group. 

The initial consideration of £6.3m which, when adjusted for the cash on the balance sheet, resulted in an effective net initial consideration of approximately £2.7m. It has been funded by the Group’s existing cash resources and banking facilities.  

Keith Speddingcorporate partner, who advised Solid State plc on the legal aspects of the acquisition, said: “We’ve been working with Solid State plc for more than 10 years, seeing them make multiple deals in that time. Its great to a see a West Midlands headquartered firm continue to grow and move from strength to strength in the current challenging environment. There are clearly opportunities in the current market for those with strong businesses. 

Gary Marsh, CEO at Solid State plc, said: “Solid State’s acquisition strategy targets complementary technologies with exposure to structural growth markets.  The acquisition of Active Silicon achieves both of these objectives while additionally broadening the capacity for the enlarged Group to increase its range of own brand products and value-added services.  This marks the sixth acquisition on which Shakespeare Martineau has advised us. The high quality, pragmatic advice provided by Keith Spedding and his team is very much appreciated. 

Contact us 

For further information please contact Keith Spedding or another member of the corporate team.

From inspirational SHMA Talks to informative webinars, we have lots of educational and entertaining content for life and business. Visit SHMA® ON DEMAND.

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Deal

Shakespeare Martineau raises more than £2m in two days with deal duo

Law firm Shakespeare Martineau helped raise more than £2.1 million in just two days by advising a pair of businesses on placings and subscriptions on the Standard List and AIM.

Clients of the firm; Crossword Cybersecurity Plc and One Heritage Group Plc announced the share issues on the 10th and 11th February 2021. Both had high demand from new and existing investors.

Property developers One Heritage Group undertake development and re-development of new and existing buildings, as well as facilities management and managing the letting of the properties. The new shares generated an additional £548,500 investment in the business in order to expand its property portfolio.

Cybersecurity and risk management experts Crossword Cybersecurity Plc undertook an oversubscribed fundraising of more than £1.6 million. The technology commercialisation company will invest the funds into sales and marketing resource, for product development and support for general working capital purposes.

Hybridan LLP acted as broker to both companies in connection with the placings.

Keith Spedding, partner and business transaction and growth specialist at Shakespeare Martineau, who advised on both deals, said: “These deals go to show that money is out there and available for good companies with good stories, and there is no sign of it drying up. Property and technology sectors are seeing a huge amount of investment, with other sectors such as MedTech and fashion also making stock market headlines. We are very pleased to have helped these two excellent companies on their growth plans.”

Experts in fast-growing businesses Shakespeare Martineau is reporting high levels of transactions in the Midlands and nationally – with the corporate team having supported several multi-million pound sales and mergers across property, biotech and finance sectors as well as advising the founding family of Dr Martens in its recent admission to the market as well as One Heritage Group’s original submission in December 2020.

Contact us

For further information please contact Keith Spedding or another member of the corporate team.

From inspirational SHMA Talks to informative webinars, we also have lots of educational and entertaining content for life and business. Visit SHMA® ON DEMAND.

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Shakespeare Martineau advises Dr Martens family founders in multi-billion pound float

Northamptonshire-turned-global shoe brand Dr Martens has launched at the top of the range valuation of 370p per share, equating to a £3.7 billion market cap.

Advising the family founders of the household-name brand is the corporate team at Shakespeare Martineau who also advised the Griggs family on the company’s original sale in 2014 to private equity giant Permira for £300m – at the time of sale, the family retained a 10% stake in the business.

“This has been an incredibly successful float and indicates the interest and value in such as well-established and popular brand, as shown by the IPO offer being eight times oversubscribed and within the first hours of the trading the share price jumping in value.   The successful float is a culmination of the success and hard work of the Griggs family and later the management backed by Permira.

“We have a long-standing relationship with the Griggs family and are pleased to have supported them in this incredible brand’s journey.”

Starting as a modest work-wear boot in 1901, Dr Martens have evolved into an iconic fashion staple – known for its ‘rebellious self-expression’ – having sold more than 11 million pairs of boots in more than 60 countries worldwide.

Stephen Griggs said: “We’re very proud of our family’s brand and how by working with the right people it has transformed into a global icon.

“We’ve got a long-standing relationship with the Shakespeare Martineau team – they have always been as invested in our success as we are.”

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Shakespeare Martineau advises on developer stock exchange listing

Residential developer One Heritage Group PLC has been admitted to the London Stock Exchange, with the support of our Birmingham corporate team.

One Heritage Group established its UK office and operation in Manchester in 2019 and became a public company in December 2020.  It was established by the One Heritage Group based in China and Hong Kong, a financial services and property development group.

The Group undertakes development and re-development of new and existing buildings, as well as facilities management and managing the letting of the properties. It is also well-known for its co-living model.

Looking to attract new investment opportunities, One Heritage group has its sights set on expanding to other regions across the UK that offer attractive growth opportunities, such as the East and West Midlands and Yorkshire.

We worked with then company’s financial adviser and broker; Hybridan LLP. The Group’s value on admission is £3 million, with each ordinary share costing 10 pence, having raised £930,000.

Keith Spedding, partner and business transaction and growth specialist said: “It’s been great to be able to assist One Heritage Group in its listing on the London Stock Exchange.  This opens up exciting opportunities for the Group and they will become a major force in the co-living market, a growing and important area of property development.

“We work with a number of residential development and housing clients – at all stages of their business lifecycle – and it’s always great to know that we’re working with businesses and organisations doing the important job of tackling the shortage of good accommodation across the UK.”

Jason Upton, CEO at One Heritage Group said: “Our listing will provide a strong platform for growth and will enable us to scale the business. In addition, our listing will allow us to attract new investment and opportunities.

“We’ve been highly impressed with the team at Shakespeare Martineau and their ability to work efficiently and effectively, driving the delivery of our listing process.

Contact us

For further information please contact Keith Spedding or another member of the corporate team.

From inspirational SHMA Talks to informative webinars, we also have lots of educational and entertaining content for life and business. Visit SHMA® ON DEMAND.

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Deal

Midlands dealmakers advise on £33 million sale of Addmaster to Swedish company Polygiene

Staffordshire company Addmaster, one of the UK’s leading suppliers of antibacterial additives, has been sold to Swedish company Polygiene for £33 million, with the support of Midlands-based Shakespeare Martineau and Bracebridge Corporate Finance.

Addmaster supplies performance-enhancing additives for the plastic, paper, textiles, paints and coatings industry.  The acquisition brings together Addmaster’s expertise in antimicrobial technologies on hard surfaces with Polygiene’s long-standing reputation in odour control and antiviral solutions for textiles.

Addmaster’s Biomaster technology, designed to prevent bacteria and viruses growing, has been in high demand and has been adopted in a diverse range of applications. In a recent development, the technology has also completed extensive testing and has been found to be effective on both porous and non-porous substrates against SARS-CoV-2, the virus that causes Covid-19. This means that Biomaster can give up to 99% protection just four hours after it has been added to products, preventing any bacteria or virus growing on everyday items.

Addmaster founder, Paul Morris said: “This is a fantastic deal for our business and gives us the financial backing and global resources we need to maximise the potential of our products, including the world-leading antimicrobial protection offered by Biomaster.

Paul added: “I’m hugely grateful to the support of Shakespeare Martineau and Bracebridge Corporate Finance who have been with us every step of the way.

Andy Moore, managing director at Bracebridge Corporate Finance commented: “We have worked with Addmaster over the last 3 years and have seen the business go from strength to strength. The sale to Polygiene is the result of many years’ hard work from Paul and his team. We advised the shareholders on the sale, project managing and negotiating the deal with Polygiene, working closely with Shakespeare Martineau on the legal aspects.

Duncan James said: “We are delighted to have worked with Addmaster and its shareholders to achieve an outstanding result for the business. The deal is a superb example of a Midlands business being advised by Midlands advisors on an international transaction.

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Deal

Corporate team advises on global medtech joint venture

Our corporate team has supported medical equipment businesses Scientific Magnetics and Tecmag – part of Avingtrans – with their upcoming merger with Magnetica.

The merger will mark the fifteenth deal we’ve supported and completed on for Avingtrans in 13 years.

Magnetica, an Australian medtech and engineering company specialising in next-generation MRI technologies, plans to merge with Scientific Magnetics – a UK-based business that designs, manufactures, tests and installs bespoke superconducting magnet systems – and its US subsidiary Tecmag, which manufactures instrumentation for NMR, NQR and MRI markets.

Contracts have now exchanged, but completion of the merger is conditional upon Magnetica’s shareholder approval at a general meeting on January 29.

Subject to completion, Avingtrans, which owns a majority stake in Scientific Magnetics, will become the majority shareholder in the combined business, which will continue to be known as Magnetica.

The combined business will form a key part of Avingtrans’ Medical and Industrial Imaging division moving forward. Scientific Magnetics and Tecmag will become wholly owned subsidiaries of Magnetica.

In addition to the deal, Avingtrans, which designs, manufactures and supplies critical components, modules, systems and associated services to the energy, medical and industrial sectors, will also be investing in the newly formed business, to fund new MRI product development and commercialisation activities.

Keith Spedding, partner and business transaction and growth specialist led the deal. He said: “We’re seeing a lot of activity in the medtech market. It’s a fast moving, innovative industry with its products and services growing in demand. This merger is an excellent fit for all involved and will create a powerhouse of potential as they look to increase accessibility to high quality medical imaging around the world.

“Working with Avingtrans plc for more than a decade has been an exciting journey – we’ve seen them grow rapidly and we have been able to support this growth with our international, corporate and medtech expertise.”

Steve McQuillan, CEO of Avingtrans, said: “The team at Shakespeare Martineau have played a crucial part in our growth success over the years – they understand our business, they understand our sector and help us take a bigger picture view of the market.

“We believe this merger offers real potential to accelerate the planned move up the value chain in what is a highly specialised and integrated, international medical-imaging market.”

Contact us

For further information please contact Keith Spedding or another member of the corporate team.

From inspirational SHMA Talks to informative webinars, we also have lots of educational and entertaining content for life and business. Visit SHMA® ON DEMAND.

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App founded by NHS surgeon secures million pound seed investment

MediShout, the app for frontline hospital staff to resolve facilities and equipment issues, has closed a £1 million seed round from Venture Capital fund Episode 1, supported by law firm Shakespeare Martineau.

The app, founded by London-based NHS surgeon Ash Kalraiya, connects staff, equipment suppliers and service maintenance teams. It enables frontline staff to report and resolve operational issues directly and easily using the app. By using data and AI, MediShout predicts and prioritises issues in the hospital’s facilities and equipment to ensure that patients can receive the best possible care.

Ash Kalraiya said: “As a surgeon, I have all too often been delayed by items like lightbulbs in the theatre being broken, faulty equipment or not having the right stock when I need it. We founded MediShout to stop such frustrating issues from getting in the way of patient care. Our ultimate vision is to use AI and digital technologies to transform our hospitals into smart-buildings that run smoothly.”

The app is already being used by six hospitals and several equipment suppliers, and with this new round of funding, the team plans to expand to over 20 hospitals in 18 months.

Experts in medtech and entrepreneurial start-up businesses, Shakespeare Martineau, supported Medishout with the transaction – advising on the investment process and terms from inception.

Ash added: “The Shakespeare Martineau team not only provide us with legal advice, but they have really helped guide our business performance while supporting us through some difficult negotiations. They have been an amazing source of personal support through tricky times, especially the pandemic, which I will be eternally grateful for.”

Partner and project lead Roger Harcourt said: “It has been a privilege to help Ash and his team on their journey.  The Medishout system they’ve developed can deliver major efficiency gains to healthcare and other operations where the efficient deployment of resources is absolutely crucial and is now gaining significant traction in the market.

“Bringing Episode 1 on board recently was another major step toward achieving their ambitious growth goals.  We look forward to continuing to support Medishout as it goes from strength to strength.”

During Covid-19, frontline staff are more reliant than ever on functioning equipment, logistics and infrastructure to treat patients. MediShout has already helped improve PPE allocation during the peak of Covid-19.

Carina Namih, Partner at Episode 1 Ventures adds: “Hospital facilities have been left behind by digital innovation for too long. As doctors and product designers, this team really understands how technology and AI can help frontline hospital staff be more effective. We are hugely excited by the positive impact that MediShout will have.”

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Shakespeare Martineau helps software solution go global

Shakespeare Martineau helps software solution go global

The corporate and commercial teams in the Birmingham office of law firm, Shakespeare Martineau, have advised on the sale of Chameleon Information Management Systems Limited to global software provider Civica for an undisclosed sum. The team was led by Keith Spedding, corporate partner.

Established in Rickmansworth, Hertfordshire in 1996, Chameleon Information Management Systems is the developer of InfoFlex – an information management software tool, dedicated to managing and improving patient pathways within the NHS. By acquiring the company, Civica will be able to extend the platform’s reach to its international client base.

Led by Keith Spedding and Andrew Hartshorn, Shakespeare Martineau’s commercial, corporate, property and employment teams advised the selling shareholders on the legal aspects of the deal, while specialist corporate finance firm, Regent Assay, supported on corporate finance. Civica was represented in legal matters by Stephenson Harwood.

Andrew Hartshorn, commercial partner at law firm, Shakespeare Martineau, commented: “Having worked with Chameleon Information Management Systems for over 15 years, it was great to support the team in achieving this major milestone. Civica is the ideal buyer for the company and this transaction will help to catapult the InfoFlex platform into the global healthcare marketplace.”

Marc Warburton, Chief Executive at Chameleon Information Management Systems Limited, said: “Over the years, the Shakespeare Martineau team has provided invaluable legal support to the InfoFlex business, and this transaction was no different. The sale to Civica will allow us to take InfoFlex to the next level and we look forward to seeing the business go from strength to strength.”

Contact us
For further information please contact Keith Spedding, Andrew Hartshorn or another member of the corporate team.

From inspirational SHMA Talks to informative webinars, we also have lots of educational and entertaining content for life and business. Visit SHMA® ON DEMAND.

Our free legal helpline offers bespoke guidance on a range of subjects, from employment and general business matters through to director’s responsibilities, insolvency, restructuring, funding and disputes. We also have a team of experts on hand for any queries on family and private matters too. Available from 10am-12pm Monday to Friday, call 0800 689 4064.

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Deal

Corporate team secures a six figure investment for clinical decision support system company

AI medical software company secures six-figure investment from future fund scheme

Shakespeare Martineau has secured a six-figure investment for clinical decision support system company Deontics, through the government-backed Coronavirus Future Fund scheme.

Deontics – based in London - produces highly sophisticated artificial intelligence based software platforms and applications to support medical professionals make clinical decisions. Deontics software has for some time provided key support to cardiac specialists at the Royal Liverpool Hospital and in April 2020 they developed the first executable Covid 19 treatment pathway.

This recent investment will see the company develop its technology and access new markets around the world.

Acting on behalf of Deontics, Shakespeare Martineau advised on the application and the corporate structure ahead of the investment, successfully securing a convertible loan from the Future Fund.

Duncan James said: “The coronavirus Future Fund is a government backed scheme that provides matched funding of between £125,000 and £5 million and is a great opportunity for businesses to boost their income and support development and growth.

“Deontics is a truly exciting business and we were pleased to help the company secure this new investment, which will help them to take their world leading technology to a wider market.”

Deontic’s chairman James Whitticase said: “This latest investment is an important stage in the development of our business and gives us a firm foundation for the next stage of our growth.”

The deadline to apply for the coronavirus Future Funds scheme is end of September 2020.

For more information about securing investment funds, contact us or a member of the corporate team

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To combat this, the EU has legislated with a number of Regulations and Directives, however, these are piecemeal and don’t tackle the issue as a whole. Instead, a total overhaul of copyright law may be needed.

What classes as coding copyright infringement?

Copyright infringement can take a number of forms, including:

Copying a protected work without permission

Communicating and issuing copied work to the public

Adapting software code without permission

Lending copied work

Copying

To succeed in a claim for copyright infringement, a right-holder must be able to evidence copying of the relevant work. There are two types of copying relevant to software infringement claims: literal and non-literal.

Literal copying – This is the direct and complete copying of some or all source code without permission.

Non-literal copying – This is when a person copies the architecture of the software or the user interface, instead of copying the source code directly. Due to this creation of ‘new’, but typically very similar code, UK case law tells us that it may be difficult to succeed in an infringement claim.

Communicating and issuing copied work

Social media has thrown a further spanner in the works for copyright protected material, as it allows infringing works to be shared to a large audience with very little control of overall reach. Therefore, finding the origin of some infringement cases could be almost impossible.

Enforcing rights

Consequences depend on the severity of the infringement. Some infringement cases lead to injunctions, others, to damages.

Injunction – Stops a person from continuing to copy, sell or share infringing code. An infringer may also have to destroy any copies they have stored.

Damages – These can vary, however, should a person have received an income from the infringing code, then damages could include the repayment of all profits. Additional damages are payable where a right-holder can show that the infringement was “flagrant”.

How can coding-related copyright infringement be stopped?

Now that many people, especially children, are becoming increasingly skilled at using technology (including developing and manipulating underlying source code), clearer warnings need to be issued alongside copyrighted works. For example, prominent warnings may be displayed at the start of video games that state it is illegal to copy any part of it without permission.

Code creators should also check that the technical security measures they use are as effective as possible, so it is more of a challenge for people to access the underlying source code. This could include patching known vulnerabilities as soon they are made aware of them. Should hacking still take place, sophisticated monitoring software may be used, which picks up the IP address of the hacker, making them easier to trace.

Unfortunately, the copying of code is incredibly difficult to defeat completely, and enforcing rights can be complex and expensive. Copyright law needs to evolve at the same rate as technology if right-holders are to keep ahead of the game and protect their valuable intellectual creations.

To discuss any aspect of this blog or to discuss your own copyright or trademark issues, contact Kerry Russell on 0121 237 3017 or any member of our intellectual property team, or click here to get in touch.

Disney+ isn’t due to be launched in the UK until March 2020, meaning any further leaks could potentially impact sign-up figures once it does.

Although a number of these streams have now been removed as copyright infringements, it still highlights the issues that can arise when releasing highly anticipated content at different times in different locations.

Kerry Russell, one of our intellectual property experts, gave her thoughts on the situation:

“With the right technical knowhow and hardware, viewers in other countries where the content is not yet available can, through VPNs (virtual private networks), pick up content either for personal viewing or for commercial gain.

“Although it may have seemed odd for Disney to release the streaming service earlier in one country than another, it was likely done for commercial reasons. For example, it may be that it is desirable to build up the revenue in one territory before launching elsewhere, or to test the market in a primary territory. It may also be that existing licenses, with companies such as Sky and 20th Century Fox, covering the UK territories, are yet to expire.

“Star Wars is a major franchise, and leaks were almost inevitable. However, any work available online is always at greater risk of unauthorised copying and sharing. Of course, popular franchises are going to be subject to stronger efforts to leak material. Therefore, right-holders need to take greater measures to protect themselves. HBO, for example, began scheduling the air date of Game of Thrones at the same time in both the UK and the US, to reduce the risk of leaks.

“The best protection for brands is usually technological, rather than legal. However, when a leak does occur, it is possible for a right-holder to apply to the UK Court requesting a ‘blocking injunction’ against the main five internet service providers (operating across 90% of the market), preventing user access to websites offering infringing content.

“Identifying the operator of a website sharing infringing content should – in theory – be fairly straightforward, as website hosts should hold the relevant information on the underlying company or individual operating the site. However, it is easy to be evasive with the information given to a website host, and so, practically, identification is usually more difficult.”

To discuss any aspect of this blog or to discuss your own copyright or trademark issues, contact Kerry Russell on 0121 237 3017 or any member of our intellectual property team, or click here to get in touch.