One of the main problems faced by startups is certainly the lack of money to meet the huge costs necessary to the development of the business. The need for adequate funding is even more urgent considering that a startup generally aims to exploit economically inventions and scientific-technical founds with high added value, which often require years of research before finding a business application. But in general the need for capital is an issue concerning all the Italian companies; however, while “older” and  more structured businesses with an established reputation can take advantage of the aid of banks (with all the limitations inherent to it), the startups can not enjoy of this support because they are not yet able to produce significant revenues and often they do not have to owned assets, are not considered to be subject “reliable”, and therefore they can not access to credit or are severely limited about it. The sole alternative to traditional forms of financing, is the investment of private entities (angels, funds, venture capitalists, etc.) that share the experience with the startup founders, providing not only capital but also experience, contacts, industrial and commercial methods. These entities, after conducting a due diligence on the development prospects of the startup, enter into the company by making a substantial contribution to capital, which normally allows the company to complete one or more phases of its development and undertake its activities on market. Logically the private investor contributes financially to the development of startup with the aim to benefit (in terms of profitability of the investment in view of a subsequent sale or, but very rarely, by virtue of the perception of profits), knowing that its economic contribution to the development of the enterprise is a legitimacy to the expectations of management control of the company. Normally, therefore, the investor makes its entry into the company so long as he will be guaranteed prerogatives inherent in the administration of the startup and the sale of its units, such as asking to be able to appoint one or more directors, to take advantage of clauses co-sale, to be eligible for facilities during the liquidation, etc. These requests collide with the interests of the founding members that, claiming the importance of the creative process of the business idea, would like to preserve their prerogatives in order to not lose the control of their "creation".

The “battlefield” on which the two sides fight, often harshly, is the investment agreement, which is the legal instrument through which materializes the financial support of investors and introduced new rules governing, among others, the company's governance and the circulation of shares.

The investment agreement, its typical clauses and its operation, has been the focus of the last BLB Open Doors, that this time was held in Rome in collaboration with Working Capital Accelerator, startup accelerator established by Telecom Italia in 2009. The meeting particularly focused on the clauses characterizing the investment agreement, ie those involving the transfer of shares from the startup to the investor; the so-called co-sale clauses were also analyzed: drag along clause that allows the investors to acquire all the shares, without the minority shareholders may oppose, and the tag along clause by virtue of which the minority shareholders, in the event that the investor should be able to transfer its shares to a third party, they can sell their shares on the same terms offered by the investor. The liquidation preference clause has not been forgotten: thanks to this clause the financing partner will be preferred over other shareholders, if the company were to face a liquidation event, such as the sale of the company or the liquidation. Finally the put and call options were analyzed: the first gives to the investor the right to sell its shares at the expiration of a specific period or upon the occurrence of a certain event; on the contrary the call option makes sure that the investor may at any time acquire the participation of another member, on the terms and conditions established at the time of signing of the investment.

The meeting was attended by businessmen, lawyers and representatives of business Angels. In particular, Gianluca Berghella, (founder and CEO of Armundia, a company specialized in the design and supply of software solutions and consulting services for the Information and Communication Technology dedicated to banking, finance and insurance) and Giancarlo Brancale  (entrepreneur and expert in the field of renewable energy and the environment) told their stories. To bring the perspective and experience of investors, also Marco Bicocchi Pichi attended the meeting; Mr. Bicocchi was appointed at the last Convention of Iban (Italian Business Angel Network) Business Angel of the year. There were of course the founders of BLB Law Firm (Alessandro and Mario Benedetti and Silvano Lorusso) that, always attracted and close to the world of startups, shared their expertise gained in recent years in cooperation with many different startups.

But the main protagonists of the event were definitely all participants and startuppers that have interacted with various guests in order to know in depth the investment agreement, to dispel any doubt in this matter and answer any curiosity.