When Technology Projects Go Wrong: Managing Contractual Risk
Key takeaways Prevention: Most technology disputes turn on scope, milestones, dependencies, change control and acceptance. Clear drafting of these provisions is the best protection against a dispute. Early action: When a project starts to slip, the contract, the project records and the way each party communicates will shape its legal position. Problems are easier to resolve before positions solidify. Termination
Developing an AI Product with an External CTO: Who Owns the Technology?
Key takeaways Default rule: In the UK, EU and US, a person who is not an employee generally owns the copyright in the code and other materials they create, even if the company has paid for the work or issued them shares. Written assignment: Ownership passes to the company only through a written, signed assignment. In the US, a “work
AI Development Agreements: Key Issues When Commissioning or Co-Developing an AI Product
Key takeaways Ownership: Paying a developer does not transfer ownership. The agreement needs to identify each AI component (code, models, weights, data, prompts) and say who owns it and what licences apply. Data and third-party models: Many disputes turn on data and on third-party models rather than code: who may use the customer’s data to train models, and what the
Good Leaver or Bad Leaver: What Happens to a Founder’s Shares When They Leave?
Key takeaways Why they matter: Leaver provisions stop a departing founder or employee from keeping equity that was meant to reward future work. Investors will almost always expect them. Definitions drive value: “Good” and “bad” leaver are not legal terms. The definitions, any intermediate category and the vesting schedule decide how much a leaver keeps and what they are paid.
Does the Online Safety Act Apply to Your Business? Website Terms, User Content and Compliance
Key takeaways Scope: The Online Safety Act 2023 applies to online services that let users share content with each other, to search services and to services publishing pornographic content. It is not limited to large platforms, and there is no size threshold. Although, size and risk affect what is proportionate and separate revenue thresholds apply for fees. Duties in force:
Share Transfer Restrictions: Can Your Shareholders Sell to Anyone They Like?
Key takeaways The articles set the rules: Shares are transferable in the manner the articles provide. Under the Model Articles, the only control is the directors’ discretion to refuse to register a transfer. Refusals must be explained: A company must register a transfer or give notice of refusal with reasons as soon as practicable and in any event within two
What Is Anti-Dilution Protection, and How Does it Work in a Down Round?
Key takeaways Price protection, not percentage protection: Anti-dilution protection compensates investors when shares are later issued at a lower price. Pre-emption rights, by contrast, let shareholders keep their percentage by investing again. Full ratchet or weighted average: A full ratchet resets the investor’s price to the new, lower price. A weighted average adjustment also takes account of how much money
