Becki DeGraw on spinouts, IP licensing & clean exits | Wilson Sonsini Startup Legal Basics
Lawyer Becki DeGraw explains how spinouts work legally, covering equity splits, IP licensing, and the separation mistakes that can sink fundraising.
The gist
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Parent companies should keep 15 to 25% equity in a spinout; taking 50% or more signals to investors that founders lack enough skin in the game.
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Get written consent from the parent company on IP ownership, confidentiality waivers, and non-competes before starting any work on the new venture.
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Clean IP chain of title is the top diligence item for investors, and sloppy separation paperwork can kill a $20 million funding round.
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If a spinout feels too complicated, DeGraw suggests leaving the company, waiting 6 to 12 months, and starting fresh with no IP entanglement.
Also mentioned
16:39
MacBook Pro
· "Start with a fresh sheet of paper and a brand new MacBook Pro. Do not keep your MacBook Pro. I keep telling..."
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