The Orrick Legal Ninja Series (OLNS)

VC & Tech Briefings - Germany

In substantially all of the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we are particularly committed to bringing the American and German entrepreneurship ecosystems closer together.

ninja emojiFor this purpose, we have launched the Orrick Legal Ninja Series (OLNS). With this series we will provide overviews on current legal trends and take deeper dives on topics that are particularly relevant for start-ups and their investors. This series will be co-authored by a multidisciplinary team of attorneys from our national and international offices. We will tap into the rich reservoir of the venture capital and technology law know-how of our international platform and make it available to the exciting German entrepreneurship and innovation scene.

Why “Ninja Series”? This title might simply reflect the fact that some of us watched a little too much TV in the 1990s. But, seriously, “Ninja” has come to signify “a person who excels in a particular skill or activity.” That’s what the Orrick team strives to be when it comes to providing tailored advice to growing tech companies and their investors. We hope that the OLNS also empowers you to be Ninja entrepreneurs.

OLNS Publications

OLNS#7 Relaunch – fresh off the press

In June 2024, we have released an updated edition of OLNS#7: Flip it Right - U.S. Holding Structures for German Start-ups.

Learn more 

OLNS#11: Bridging the Pond
OLNS#11: Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

Venture financings and deal terms in the U.S. and in Germany have many similarities but there are also some differences. To help navigate these challenges, we have put together OLNS#11. OLNS#11 is a guide that offers founders and investors with a "German market" background an introduction to U.S. VC deals and helps them understand where U.S. deals differ from a typical German financing. OLNS#11 also augments and builds on OLNS#7 that explains how German founder teams can get into a U.S./German holding structure (the famous flip).
Learn more 

OLNS#10: University Entrepreneurship & Spin-offs in Germany – Set-up / IP / Financing and Much More2
OLNS#10: University Entrepreneurship & Spin-offs in Germany – Set-up / IP / Financing and Much More

German universities are increasingly becoming entrepreneurial hotbeds, but university spin-offs face some unique challenges, some of which could – with the right support systems and policies in place – be considerably less stressful. OLNS#10 helps founders by providing them with an overview of how to get a university-based start-up off the ground. We will discuss founder team composition and equity-splits, the composition of the first cap table, important considerations for the initial legal set-up (founder HoldCos and U.S. holding structures) as well as financing considerations. We will also return again and again to the specifics of IP-based spin-offs, especially when it comes to how a start-up can access the university’s IP in an efficient manner.
Learn more 

Orrick Legal Ninja Series #9
OLNS#9: Venture Capital Deals in Germany – Pitfalls, Key Terms and Success Factors Founders Need to Know

Founding and scaling a tech company is a daunting challenge. OLNS#9 summarizes our learnings from working with countless start-ups and scale-ups around the world. We will give hands-on practical advice on how to set up a company, how (not) to compose your cap table, founder team dynamics and equity splits, available financing options, funding process, most important deal terms and much more.
Learn more 

Orrick Legal Ninja Series #8
OLNS#8: ESOPs, VSOPs & Co – Structuring / Taxes / Practical Issues

Employee-ownership programs (or in short "ESOPs") play a critical role in attracting and retaining top talent to fledgling young companies. Stock options reward employees for taking the risk of joining a young, unproven business. This risk is offset by the opportunity to participate in the future success of the company. Stock options are one of the main levers that start-ups use to recruit the talent they need; these companies simply can't afford to pay the higher wages of more established businesses. With OLNS#8, we want to help start-ups and investors alike to better understand what employee ownership is, structure them in a way that is congruent with incentives, and implement them cleanly.
Learn more 

cover of OLNS#7 – Flip it Right
OLNS#7: Flip it Right – U.S. Holding Structures for German Start-ups (relaunched edition)

Operating a German technology company in a two-tier structure with a U.S. holding company can have great advantages, most notably with respect to fundraising in early rounds and increased exit options and valuations. However, getting into a two-tier structure (be it through a "flip" or a set-up from scratch) requires careful planning and execution. This guide shows you what to consider and how to navigate legal and tax pitfalls.
Learn more 

Orrick Legal Ninja Series #6
OLNS#6: Leading Tech Companies through a Downturn

Steering a young technology company through a downturn market is a challenging task but if done effectively, the start-up can be well positioned to benefit once the markets come back. While OLNS#5 focused on raising venture financing during a downturn, in this guide, we want to give a comprehensive overview of the legal aspects of some of the most relevant operational matters that founders may now need to deal with, including monitoring obligations and corresponding liabilities of both managing directors and the advisory board, workforce cost reduction measures, IP/IT and data privacy challenges in a remote working environment, effective contract management and loan restructuring.
Learn more 

cover of OLNS #5
OLNS#5: Venture Financings in the Wake of the Black Swan

In the current environment, all market participants, and especially entrepreneurs, need to be prepared for a softening in venture financing and make plans to weather the storm. In this guide, we share some of our observations on the most recent developments and give practical guidance for fundraising in (historically) uncertain times. We will first provide a brief overview of the current fundraising environment, and then highlight likely changes in deal terms and structural elements of financings that both entrepreneurs and (existing) investors will have to get their heads around.
Learn more 

graphic with Orrick Legal Ninja Series #4 cover
OLNS#4: Corporate Venture Capital

Corporates are under massive pressure to innovate to compete with new disruptive technologies and a successful CVC program offers more than capital – access to company resources and commercial opportunities are key features that justify CVC’s prominence. This guide serves to share best practices for corporates and start-ups participating in the CVC ecosystem and also to ask important questions that will shape future direction.
Learn more 

Orrick Legal Ninja Series
OLNS#3: Employment Law for Tech Companies (relaunched edition)

Young technology companies are focused on developing their products and bringing VC investors on board. Every euro in the budget counts, personnel is often limited, and legal advice can be expensive. For these reasons, legal issues are not always top of mind. But trial and error with employment law can quickly become expensive for founders and young companies.
Learn more 

Orrick Legal Ninja Series
OLNS#2: Convertible Loans

Due to flexibility and reduced complexity compared to fully-fledged equity financings, convertible loans are an important part of a start-up's financing tool box. In a nutshell: A convertible loan is generally not meant to be repaid, but shall rather be converted into an equity participation in the start-up at a later stage.
Learn more 

Orrick Legal Ninja Series
OLNS#1: Venture Debt

Venture Debt - A potentially attractive complement to equity financings for start-ups that already have strong investors on board. This is a highly flexible instrument with very little dilutive effect for founders and existing investors.
Learn more