IBA Annual Conference Sydney 2017

8 Oct - 13 Oct 2017

Room C3.4, Convention Centre, Level 3

Session information

When investors and founders collide: preventing, diffusing and resolving disagreements about corporate strategy, in good times and in times of financial crisis
Room C3.4, Convention Centre, Level 3


Closely Held Companies Committee (Lead)
Insolvency Section
Professional Ethics Committee


Typically, many constituencies are involved in making managerial and strategic planning decisions for a growing company: founders, active strategic investors, directors and other shareholders. Sometimes, the goals and priorities of these constituencies do not align, which can lead to a crisis in decision-making. The process can be complicated further if the investor or director is also a supplier or customer and, as such, engages in related party transactions with the startup. Additionally, the misalignment of priorities and goals can become even more acute in times of trouble, when cash is tight and the company is in financial crisis. Through real-world case studies this session will explore: • governance best practices to avoid deadlock or prevent a veto situation that could paralyse the company; • funding through revenue or investment: anticipating mechanisms for additional capital contributions that address anti-dilution concerns while realistically providing cash-flow support in times of financial crisis, or at times when the founder and other constituencies disagree on a growth strategy; • consideration of how related party transactions affect the dynamic; • the additional stress placed on the decision-making process if the company also faces a time of financial crisis when the consideration of insolvency or bankruptcy concepts comes into the equation, and planning for 'distressed funding' options; and • lawyering in times and crisis, identifying 'who is the client' and the use of special committees.

Session / Workshop Chair(s)

Orla Maria McCoy Clayton Utz, Sydney, New South Wales, Australia
Noreen Weiss Gunnercooke, New York, New York, USA; Women Lawyers' Interest Group Liaison Officer, Closely Held Companies Committee


Joseph Addy Pacific Hydro, Melbourne, Victoria, Australia
Benedict Christ VISCHER AG, Zürich, Switzerland
Joanna Gumpelson De Pardieu Brocas Maffei, Paris, France
David Myers Audinate, Sydney, New South Wales, Australia
Alessandra Nascimento S F Mourão Nascimento e Mourão Advogados, São Paulo, Brazil; Member, Professional Ethics Committee Advisory Board
Myron Steele Potter Anderson & Corroon, Wilmington, Delaware, USA; Judges' Forum Liaison Officer, Professional Ethics Committee