Gábor Damjanovic 
Forgó Damjanovic & Partners Law Firm, Budapest
​​​​​​​damjanovicg@fdlaw.hu

   

A report on the joint session of the Closely Held and Growing Business Enterprises Committee and the M&A Law Committee, with support from the European Regional Forum, the Securities Law Committee, the Healthcare and Life Sciences Committee and the Technology Committee at the From Start-Up to IPO Conference in Paris

   

Monday 18 October 2021

Moderators

Jean-Philippe Jacob Moisand, Boutin & Associés, Paris
Renaud Thominette Renault Thominette Vignaud & Reeve, Paris
Nicole Van Ranst Newton Law, Diegem; Corporate Counsel Forum Liaison Officer, IBA Closely Held and Growing Business Enterprises Committee 

Speakers

Frédéric Altenbourger General Counsel, BlaBlaCar, Paris
Jean-David Chamboredon CEO, ISAI, Paris
Guilhem de Vregille XAnge, Paris
Olivier Hua former CEO, Visiomed, Paris
​​​​​​​Vincent Huguet co-founder and CEO, Malt, Munich

   

Nicole Van Ranst opened the session and greeted all those present. She then asked Renaud Thominette and Jean-Philippe Jacob to introduce the speakers. After the short introductions, Jacob called upon the speakers to share their respective stories.

Vincent Huguet jumped in and stated that they typically only saw lawyers at certain essential milestones. He then gave the example of missionaries v mercenaries, whereby founders typically want to change things, want to have an impact and most of their focus is on this intended impact.

Frédéric Altenbourger (his company has 90 million users in 22 countries worldwide) mentioned that they often acquired very small targets with outstanding entrepreneurs – this is what they are actually looking for. When they started in Russia in 2013, it was a small operation. They then made a huge acquisition in 2019 and now it is the most important market for the company.

Huguet added that nowadays, there were different options on the financial market and the company must be experimental to make good choices. You may make mistakes at first, but then get more experienced. It is also interesting to note that you typically only seek money or financing first and then realise how much (necessary expertise) you can learn from these investors.

Jean-David Chamboredon told the participants that 10 years ago, the only option was a venture capital investor or a small cap M&A, whereas today, we have myriad options. A VC is there typically to finance losses.

Olivier Hua stated that you needed three pillars to build a successful venture: growth, profitability and – after a certain period of time – recurring revenues. Profitability is actually coming through growth.

Chamboredon added that first you need capital for growth, which may then bring profitability.

Answering a question from the floor, Chamboredon said that accepting a small investment from a major US fund could be dangerous, since if they decided not to raise the bets in the next round of investments, that may result in negative impact.

Hua then mentioned that long and complicated shareholders’ agreements may not need to be useful in the long run.

Chamboredon added that according to current market practices, shareholders’ agreements were useful and you can also address specificities in them if needed.

Jacob then asked: ‘How do companies become a unicorn?’

Altenbourger said there was one key factor: hire the best talent! You need a mix of talents in different phases of your company (eg, for BlaBlaCar’s success, you needed talents in tech, talents in finance, talents in marketing etc). Motivating talent by equity is essential and it is also essential to change and develop talent during the growth and according to the actual phase your company is in. His further advice is to be focused on a maximum of three to five things at a time.

Renaud Thominette asks: ‘Is IPO the ultimate goal?’

Hua answered that there was no one-size-fits-all solution. With respect to a possible IPO, you should ask yourself: ‘Are we ready to be fully transparent?’ and ‘Are we ready to accept that our share price will change every moment?’ Often, PE may be a safer option. It all depends on how and when funds are available.

Guilhem de Vregille mentioned that there had been four new unicorns in France this year: two via IPO and another two via classic M&A.

Chamboredon added that the US experience was that it took place later and later. A few years ago, it was normal to have an IPO at $25 million, nowadays, it typically takes place north of $5 billion. Small cap IPOs are a nightmare, while mid-cap and higher up ones are OK. 

Hua agreed and mentioned that managing a small cap listed company had proven to be a nightmare.

Huguet added to the discussion that talent was the most important factor and so interviewing by the founders was essential. He noted that different people were needed for a 50-employee company than for a 300-employee or a 1,000-employee one.

Chamboredon stated that as a matter of interesting example, you had a huge talent pool in San Francisco, which you did not have in LA. It is essential that we have a good talent pool in Europe. The employee who ticks all the boxes does not exist; we need different people for different tasks.

Altenbourger’s advice was that you should raise money when you don’t need it, simply because by the time you need it, you will be pressed by time and it will be a much more difficult task to raise it.

Van Ranst then asked: ‘Why do start-ups fail?’

Chamboredon answered that business is about people, so if there is failure, it is also human.

Van Ranst then asked: ‘Is the tech sector overheated (pricing-wise)?’

Hua answered that in today’s business climate, there was not much else to invest in than shares. There may be ups and downs, but in the long term, prospects still seem to be good.

De Vregille said he believed that the next three years should be fine.

Chamboredon added that some already expected an end of the positive cycle, but Covid seemed to have saved it. He said that although he was not an expert in market crashes, he did not see when a change may occur – although there may be some corrections.

Huguet mentioned that we as entrepreneurs do our human due diligence. As a matter of example, when negotiating with Goldman Sachs, we want to understand who our actual partner (the one we will negotiate with) will be and what their attitude to deals in the past was.

There was a question from the floor: ‘What do you look for in an outside counsel?’

Altenbourger: pragmatism, and I do not always get it.

Huguet: availability.

De Vregille: be diplomatic.

Chamboredon: be pragmatic and show us the risks, but real risks. We are not interested in highly theoretical risks.