Ellis Fermor

As we propel ourselves and our businesses into 2013, here are some actions that could help you make, protect or realise more value this year:

1. Innovation– it’s a key driver but sometimes risk holds people back, so deal with:

      a. any restrictive ‘all eggs in one basket’ corporate structure;

      b. inflexible HR contracts and policies;

      c. any haphazard approach to IPR:

             i. protection;

             ii. ownership (especially web-based);

             iii. value creation; and

      d. a lack of strong confidentiality provisions with consultants, contractors and partners.

2. Intellectual property returns

      a. Have you looked at existing R & D Tax credits?

      b. With the new Patent Box regime starting to be shaped in April 2013:

             i. do you know if you will benefit from the lower tax rates on patent revenues (10% if
                qualifying);

             ii. does your acquisition or sale strategy take this into account when structuring a deal

                 for maximum benefit.

3. Brand Protection and value creation

      a. What would the damage be to your business and reputation if someone tried to copy or misuse your name (for           example over the Internet or registration of a company name), before you had registered your trade marks?

      b. So would a funder or acquirer prefer to see an ® on your product or service information?

4. Is Big Data Big for you – not sure?

      a.What data do you or can you collect?

      b.How can you put all that to best use to enhance customer experience?

Whether B2C or B2B, most business should also consider:

      a. what data consents have to obtained (fines are now being levied for data protection failures – highest in 2012 was           £440,000);

      b. have you registered with the Information Commissioner;

      c. do you have a written contract with those that process data for you (e.g. ‘cloud’ and outsourced processing) so          that you comply with the basic legal requirements for holding or processing data; and

      d. is your website compliant?

5. EU Agents

      Do you know:

      a. you have to have a written contract; and

      b. what you have to pay to terminate an agency and how to manage that under EU regulations?

6. Sales Contracts – a help or a hindrance

      Some basic actions can make a big difference when building the value of your business or seeking funding:

      a. Reduce risk by updating your standard terms and make sure you know how to go about using them and then           implement that process.

      b. Make sure one-off tenders and contract terms cover the bases.

      c. Ask yourself – did we get the deal we expected on outsourcing – what are we going to do differently next time?

7. Shareholder Agreements – still on the backburner?

Take it off to:

      a. deal with the key ‘what-ifs’ (retirement, death, disinterest and dispute) so that you know where you are;

      b. manage expectations (growth, funding, returns); and

      c. save money and hassle later on.

No time to sort these out? Let us be your ‘in-house’ legal team in 2013 – have a word with Murray Macnab on 01159835225.