Bản chép lời đầy đủ của Deal Talk EP10: Demystifying the US flip for Australian startups (Part 1)

generally a drag-along's for an exit. 00:04:47.199 --> 00:04:48.560 Whereas a flip's not an exit. 00:04:48.639 --> 00:04:53.199 A flip is just everything you've got here exists now in a different company. 00:04:53.519 --> 00:05:00.240 So usually your drag-along won't work, but in any event, there are you know there are practical reasons why that would be complicated. 00:05:00.399 --> 00:05:07.040 So as you do need to get buy-in from everyone, that sounds harder than it often is. 00:05:07.279 --> 00:05:18.879 If there are good reasons for the company to do that flip, what I generally see is that that shareholders and other security holders are are behind it, but but there's a lot of wrangling. 00:05:18.959 --> 00:05:20.639 You've got to get them all over the line. 00:05:20.720 --> 00:05:30.240 Yeah, you will need a signature from everyone on something, or or at least be comfortable that you you don't need a signature, but that would be more things like option holders you may not. 00:05:30.720 --> 00:05:47.759 And that's why for the company, very careful understanding of what the issues are going to be and the concerns and the priorities are going to be for your shareholders and other security holders, and getting ahead of that and trying to make it an easy transaction for them. 00:05:47.839 --> 00:05:53.600 And there are various things you can do, particularly on the tax on that, but um, but but in other ways as well. 00:05:53.839 --> 00:06:01.920 So you will bring people across the line as long as you manage the transaction well, and you get ahead of some of these aspects early. 00:06:02.240 --> 00:06:05.600 So talk to me about why a company would want to flip. 00:06:06.079 --> 00:06:13.120 Who who are the typical clients coming to you saying, you know, we want to we want to go to the US? 00:06:13.519 --> 00:06:15.120 Are they series C companies? 00:06:15.279 --> 00:06:18.079 Are they Series D E F companies? 00:06:18.560 --> 00:06:18.959 Yep. 00:06:19.040 --> 00:06:26.399 Um so we see there's a couple of different sort of I guess buckets of when I get when we would get flip inquiries. 00:06:26.560 --> 00:06:39.199 One is really, really early, and it's usually if a company's got accepted into some kind of accelerator program or potentially they're about to do their first raise, but the investor has said, look, we only invest in US companies. 00:06:39.360 --> 00:06:49.680 That's not as common as it used to be, because I think US investors, you know, often can and often do invest into directly into Australia. 00:06:49.839 --> 00:06:54.560 But there may be some particular reason being in an accelerator program is a common one. 00:06:54.639 --> 00:06:54.959 Yeah. 00:06:55.439 --> 00:07:00.160 And the other time you can get it is is based on an assumption. 00:07:00.319 --> 00:07:02.079 So that's a real example. 00:07:02.319 --> 00:07:08.720 I actually have been told by this investor or this accelerator program that I I need to have my head company as a

US company. 00:07:08.959 --> 00:07:13.040 The other one is the kind of I think I'm I've been told I have to. 00:07:13.199 --> 00:07:15.199 And that one I think you really need to test. 00:07:15.360 --> 00:07:20.319 So oh, I've been told that I will not be able to raise any capital unless I'm a US company. 00:07:20.560 --> 00:07:34.399 And I and I think that's really important to test that because a flip, even at the earliest stages and for different reasons at different times of your maturity, there'll be different complexities that you have to factor through. 00:07:34.560 --> 00:07:45.040 But it is a complex transaction, it does uh require a lot of thought, a lot of advice, and and an ongoing way, you know, thinking about how you're going to manage your company. 00:07:45.360 --> 00:07:52.639 So to do it based on an assumption that something will only happen if you do it, you really want to test that. 00:07:52.800 --> 00:08:12.639 So my advice would usually be don't flip because you think you'll only get US investors, but be ready that if you do have an investor that says, I need you to flip, well, then you can sort of start working through if that, you know, if that's actually the case, to flip and then sit around in the US and say, okay, all the investors are coming. 00:08:12.879 --> 00:08:17.279 They may, they may not, I mean it may not be, it may be that you've got to test that assumption. 00:08:17.680 --> 00:08:31.199 We often see a lot of Australian companies who are set up really well here, have got great investors into their Australian P2L T D company, but they see all of the opportunity for growth in the business is going to be in the US. 00:08:31.439 --> 00:08:32.720 Is that a good enough reason? 00:08:32.799 --> 00:08:35.519 Or could they just set up a wholly owned subsidiary? 00:08:35.759 --> 00:08:35.840 Yeah. 00:08:36.000 --> 00:08:39.679 And I I guess that's the sort of I guess the another buck, the other bucket. 00:08:39.840 --> 00:08:46.480 The more mature company whose business really is going to be mostly in the US. 00:08:46.639 --> 00:09:03.600 And the look, you don't have to, I think there's an important thing with Flips to understand is the the flip is about your capital structure and who is your ultimate holding company, and therefore all the kind of capital investments are going into that company. 00:09:03.840 --> 00:09:07.679 It's not necessarily about where you do business and what your business is. 00:09:07.919 --> 00:09:12.399 So there are plenty of Australian companies that do business overseas. 00:09:12.559 --> 00:09:16.240 You can do business overseas through subsidiaries and through other mechanisms. 00:09:16.480 --> 00:09:30.399 Where you do business, who signs the contracts, who employs the staff, which member of the group does that, doesn't necessarily need to be part of the same set of questions as who's my who's my top holding company. 00:09:30.559 --> 00:09:31.759 They can be related. 00:09:31.919 --> 00:09:36.240 It can be that, you know, I'm mostly my presence is in the US and there are various reasons. 00:09:36.399 --> 00:09:53.200 I mean, one classic example is if your company is at a stage of growth where it's ready to list and it wants, it's, you know, been knocked the lights out and it's going to list in the US, well, obviously that's, you know, that's a it's going to become a US company. 00:09:53.360 --> 00:09:55.519 But again, that's that is a capital decision. 00:09:55.679 --> 00:10:00.559 So I don't think business expansion necessarily needs to involve a flip. 00:10:00.639 --> 00:10:04.320 You can expand and do business overseas without flipping. 00:10:04.559 --> 00:10:06.320 But they're two different questions. 00:10:06.799 --> 00:10:07.120 Great. 00:10:07.440 --> 00:10:10.080 So let's get into a little bit of the detail now. 00:10:10.320 --> 00:10:14.639 What are the core transaction documents that would be involved in a flip transaction? 00:10:15.039 --> 00:10:22.000 Well, the first one is that you have a US company that's going to buy your Australian holding company. 00:10:22.240 --> 00:10:28.159 The US company gets set up usually with sort of nothing, and that enters into what we call a share exchange agreement. 00:10:28.240 --> 00:10:29.679 It's basically a sale agreement. 00:10:29.919 --> 00:10:43.279 They uh the US company acquires 100% of the shares in your company, and all of your shareholders sell their shares to the US company in return for shares in the US company being issued to it. 00:10:43.360 --> 00:10:48.000 So it's a stock exchange agreement or a share exchange agreement. 00:10:48.159 --> 00:10:49.919 In Australia, we call script for script. 00:10:50.159 --> 00:11:02.879 But and then around that, there would, there may be some particular transaction sort of documents or things that are required, some paperwork for any other instruments you might have on issue. 00:11:03.120 --> 00:11:08.240 Options, how you deal with options are really going to depend on the particular plan, how it's structured. 00:11:08.639 --> 00:11:14.399 Safe convertible notes, sometimes they might get exchanged for similar securities. 00:11:14.559 --> 00:11:24.720 Sometimes they might just get some kind of amendment that that allows them to be actually performed by the US holding company instead. 00:11:24.960 --> 00:11:29.759 So for example, on a note, that would be that it's satisfied instead by the Australian company. 00:11:30.159 --> 00:11:30.399 That's right. 00:11:30.639 --> 00:11:33.919 Australian company has to ensure that the US company issues the shares. 00:11:34.080 --> 00:11:45.200 I mean, and and you know, it can depend a little bit on the particular circumstances for the who holds the note, how it's written, other things, tax accounting, various other things will come into it. 00:11:45.279 --> 00:11:51.120 And and you tend to have to study each form of equity that you've got on issue and figure out what you're going to do.

00:11:51.360 --> 00:11:57.200 But but there's a few well-worn paths of of of options, of choices of how you how you might deal with those. 00:11:57.600 --> 00:12:00.240 And what about the governance documents for the new company? 00:12:00.399 --> 00:12:02.639 Do those get into entered into at completion? 00:12:02.960 --> 00:12:03.200 Yeah. 00:12:03.360 --> 00:12:06.879 You will have a whole new set of governance documents to replace what you currently have. 00:12:07.039 --> 00:12:14.480 So in an Australian company, we typically have a shareholders' deed or a shareholders' agreement and a constitution with the share terms. 00:12:14.720 --> 00:12:26.960 The United States companies typically follow a market practice involving a set of documents or based around a set of documents that are produced by the National Venture Capital Association. 00:12:27.120 --> 00:12:29.840 So they have four or five documents. 00:12:30.080 --> 00:12:33.679 They cover the same things, they cover it in a different way. 00:12:34.000 --> 00:12:37.519 And you don't have to use those documents. 00:12:37.600 --> 00:12:46.720 And particularly if you're a company at a later stage of growth that may be tapping into a different kind of investor in the US. 00:12:46.879 --> 00:12:56.320 So say you're tapping more into you think you might be tapping more into a private equity kind of investor, a growth investor, you could have a shareholders agreement. 00:12:56.799 --> 00:12:57.039 Yes. 00:12:57.360 --> 00:12:58.639 That would look pretty similar to an Australian. 00:13:00.159 --> 00:13:00.399 Yes. 00:13:00.639 --> 00:13:07.600 If you're tapping, going to be tapping into venture capital type investors, they they tend to like seeing these what we call NVCA documents. 00:13:07.679 --> 00:13:07.919 Yeah. 00:13:08.159 --> 00:13:14.480 But again, one of the, and you know, we've talked about you've got to get your shareholders and your other stakeholders over the line. 00:13:14.720 --> 00:13:32.159 One of the things that shareholders will care about, particularly if they're investors, and particularly if you've had a round or two and you've negotiated a lot of things in your documents, they will want to see, both for commercial reasons and for their own tax reasons, they'll want to see what they've you've had there is there. 00:13:32.320 --> 00:13:32.480 Yeah. 00:13:32.559 --> 00:13:35.679 So if they negotiated a board seat, they want to see that they're going to get a board set. 00:13:35.840 --> 00:13:38.320 If they have V shows, they're going to want to see that they're there. 00:13:38.480 --> 00:13:45.279 So there is a little bit of exercise in mirroring and and how you present it to them so they can see what they're doing. 00:13:45.679 --> 00:13:46.320 Summarising it. 00:13:46.399 --> 00:13:46.480 Yeah. 00:13:46.720 --> 00:13:48.080 Almost signposting for them. 00:13:48.320 --> 00:13:50.159 Yeah, we do often do mappings and other things. 00:13:50.240 --> 00:13:57.279 And then they'll engage, they may engage their own US lawyers who can help guide them through the way those US documents work as well. 00:13:57.440 --> 00:13:59.759 It's almost part of the communication strategy. 00:13:59.919 --> 00:14:04.240 How am I going to get them comfortable with something that might may or may not be familiar to them? 00:14:04.639 --> 00:14:11.279 And talking of sort of communication strategy, another key group of stakeholders is the company's employees. 00:14:12.159 --> 00:14:17.120 So a number number of them might have Australian options under an e-sopp. 00:14:17.279 --> 00:14:19.120 How do you deal with an eSOP plan? 00:14:19.360 --> 00:14:19.840 Yep. 00:14:20.159 --> 00:14:21.200 Very carefully. 00:14:21.840 --> 00:14:33.360 So look, one of the interesting things about employee equity is people a lot of people assume that once it's a US company, all the rule it'll all be different for the staff. 00:14:33.440 --> 00:14:42.799 But actually, employee equity is driven by the rules that exist where the employee is resident of and works. 00:14:54.799 --> 00:15:06.240 So what you're telling me is that even if I'm issuing an option over a US share, I still have to think about disclosure requirements under Australian law, I still have to think about, you know, the employees' tax residency in Australia. 00:15:09.440 --> 00:15:11.120 Yes, all of the same things. 00:15:11.360 --> 00:15:23.279 So for anyone who's expanded their business globally, they will understand that when they start hiring people in other countries, they have to kind of, they often have a, they'll have an ESOP, they'll often have to have a sub-plan. 00:15:23.679 --> 00:15:28.000 A sub plan for the UK, a sub plan for the US that deals with all the things. 00:15:28.320 --> 00:15:39.519 So what you might end up having in a flip is you end up with a US plan and an Australian sub plan instead of an Australian plan with a US sub plan. 00:15:40.000 --> 00:15:44.080 But largely the kinds of things that you see aren't going to change that much. 00:15:44.320 --> 00:15:48.240 How you get to that outcome, there are different ways you can structure it. 00:15:48.399 --> 00:15:54.480 And it a lot of it will depend on whether you need employee consent, whether you can, you know, what you can do with the plan. 00:15:54.559 --> 00:15:59.759 So how you work it out is something that people will sit down and figure out the best way to do it. 00:16:00.000 --> 00:16:14.559 But the concept won't change in a sense that the kind of equity that they've got, it's in a it's for a different company, but it's it's a lot of the same rules and same framework and criteria will still apply the same way. 00:16:14.799 --> 00:16:19.360 It really sounds like there's quite a lot of work involved in ensuring that nothing happens or nothing changes. 00:16:19.679 --> 00:16:21.200 That's a funny way of putting it, actually, yeah. 00:16:21.279 --> 00:16:21.440 Yeah. 00:16:21.679 --> 00:16:28.240 I think the other thing

for employees is for them to understand is what doesn't change in a flip. 00:16:28.480 --> 00:16:48.399 Your capital structure changes in the sense that you're going to have a different company as your head company, but really your day-to-day operations, the flip itself doesn't, it doesn't change which of your group companies are parties to contracts, it doesn't change who the employer of your various employees are around the world is, they don't change. 00:16:48.480 --> 00:16:53.519 You don't move assets around, you don't move people around, you don't move contracts around. 00:16:53.840 --> 00:16:57.360 So actually, a lot of things don't change at all. 00:16:57.519 --> 00:17:08.640 So the employee is not now going to be employed by the US, the new US parent company, that they'll continue to be employed by the Australian company or an Australian company, or however you've got it set up. 00:17:08.799 --> 00:17:10.799 None of that actually needs to change. 00:17:10.880 --> 00:17:13.279 And in fact, it's usually a lot simpler. 00:17:13.519 --> 00:17:16.160 You don't change any of that in a flip. 00:17:16.319 --> 00:17:28.319 It might be that having done a flip, you then have to take a look at where everything is and figure out if there's some better ways to structure your business going forward, of course, but that but that's usually best done as a separate exercise. 00:17:28.480 --> 00:17:39.039 Intellectual property is a particularly important one with anything cross-border, whether whether or not you do a flip, but but but all those kinds of things will generally a kind of stage two. 00:17:39.359 --> 00:17:43.440 Do I now need to adjust anything in the ops operations? 00:17:44.000 --> 00:17:48.640 But the flip itself does not change how your business is operating. 00:17:49.039 --> 00:17:57.279 It doesn't necessarily change how the business operates, but do you see in practice founders moving over to the US? 00:17:57.680 --> 00:18:04.319 Do you see just almost a subliminal weight of the company moving in that direction generally after a flip? 00:18:04.640 --> 00:18:10.160 Yes, either before or as a result of, or it might be that the founders have already moved. 00:18:10.640 --> 00:18:14.240 It's sort of one of the questions I'll typically ask a company. 00:18:14.480 --> 00:18:15.759 Are the founders moving? 00:18:16.000 --> 00:18:26.079 And depending on what stage of growth they're at and what their board currently looks like, it actually can be quite important for some of the some of the more detailed things that you have to think about for the company. 00:18:26.319 --> 00:18:40.000 With a flip, there's usually some kind of momentum that's taking a company's business over to the US, or it's it's got to do with where they feel they can source best source capital. 00:18:40.079 --> 00:18:42.400 And often the founders will be moving. 00:18:42.559 --> 00:18:45.680 If they're not moving, then you know that has to also be managed. 00:18:46.079 --> 00:18:46.400 Great. 00:18:46.559 --> 00:18:49.359 So there's obviously a bit involved in a flip transaction. 00:18:49.599 --> 00:18:57.200 As companies mature, their capital structures become much more complex, their operations become more complex, there's just a lot more to do. 00:18:57.440 --> 00:18:59.119 Is it ever too late? 00:18:59.519 --> 00:19:05.039 No, it's it's never too late to to restructure yourself via a flip. 00:19:05.279 --> 00:19:12.480 We've seen companies that have been so successful that they're going to list and they're going to list in the US and it makes sense to do a flip. 00:19:12.559 --> 00:19:15.759 I mean, that's as you know, as mature as a private company can get. 00:19:16.000 --> 00:19:21.039 I mean, we've seen uh Australian listed companies flip to the US or other places. 00:19:21.119 --> 00:19:24.720 You you can always do a transaction if it makes sense to do it. 00:19:24.799 --> 00:19:26.480 Uh there's always a way. 00:19:27.039 --> 00:19:34.480 So we have seen flips happen really fast, and we have seen some that have dragged on and taken quite a long time to get to completion. 00:19:34.880 --> 00:19:36.880 What factors influence either outcome? 00:19:37.119 --> 00:19:37.599 Yeah. 00:19:37.839 --> 00:19:47.920 So look, a quick flip, you will usually see a small number of shareholders who are where the you know the analysis for them is pretty straightforward. 00:19:48.799 --> 00:19:55.519 The the new parent company, the the new parent company is actually going to be is going to be operated and managed out of the US. 00:19:55.599 --> 00:19:57.599 You know, the founders are moving, the board's there. 00:19:57.680 --> 00:20:00.960 Like it's it's generally move like the business is moving over there. 00:20:01.119 --> 00:20:02.960 The head office is going over there. 00:20:03.200 --> 00:20:09.519 And you don't have uh too much complexity around the option, options, a fairly simple capital structure. 00:20:09.839 --> 00:20:11.759 Simple governance frameworks, I'm imagining. 00:20:12.240 --> 00:20:16.960 Simple governance framework, but not too many different types of securities that all need to be poured over. 00:20:17.119 --> 00:20:30.799 So simple capital structure, small number of shareholders, the business is the new head company is going to be genuinely managed over in the US, and it's quite straightforward to get the analysis done, and you don't need any regulatory approvals to do it. 00:20:31.200 --> 00:20:33.119 Because of the company's size and operations. 00:20:33.680 --> 00:20:33.920 Yeah. 00:20:34.079 --> 00:20:37.039 For very yeah, for whatever the and shareholders, who they are. 00:20:37.200 --> 00:20:37.359 Yeah. 00:20:37.680 --> 00:20:53.440 A more complicated, longer, protracted flip, uh, and and the the factors which will take longer are large number of shareholders, lots of different kinds of securities, complexities or you know, glitches in how they're written can also factor into it. 00:20:53.519

--> 00:20:57.200 But it's generally that the volume of how many people you need to get over the line. 00:20:57.359 --> 00:21:03.119 And if the head company is not going to really be run out of the United States, that can create a complexity. 00:21:03.359 --> 00:21:10.559 And then sometimes for various reasons, you actually do need some kind of regulatory approval. 00:21:10.880 --> 00:21:14.480 So, what kind of regulatory approvals would be relevant on a transaction like this? 00:21:14.720 --> 00:21:14.880 Yeah. 00:21:14.960 --> 00:21:28.960 So if you've got shareholders, for example, who needed foreign investment approval, for a growth stage company, that's usually because they're a foreign government government investor, or it could be because the company is doing some specialized kind of area like national security. 00:21:29.200 --> 00:21:41.359 So if you needed someone to have FEB approval coming into your company, when they flipped that they may well need FEB approval and you have to do a bit of analysis around the you know the the holding company, the new holding company itself. 00:21:41.599 --> 00:21:59.759 It's a really good call out because we often see growth stage companies who have taken capital from a variety of international investors, and each of those transactions on their own didn't need FEB approval because it would be a small stake and it may not be an FGI, but the cumulative effect can. 00:22:00.079 --> 00:22:03.519 Can actually tip a gross age company into being foreign. 00:22:03.920 --> 00:22:08.000 Well, the value of the company could have increased in some cases above a FERP threshold. 00:22:08.559 --> 00:22:12.319 There could be multiple investors on a cap table. 00:22:13.279 --> 00:22:16.559 It's a different analysis for a flip than for an investment. 00:22:16.799 --> 00:22:26.160 It has to be done, but it you know, it it might be that there are that there is a need for somebody on your cap table to to get a regulatory approval. 00:22:26.319 --> 00:22:29.440 The new merger clearance rules came in recently. 00:22:29.599 --> 00:22:35.599 They may not have been required to be considered when the first investments happened, but if the company's revenue's growing, something might have changed. 00:22:35.759 --> 00:22:51.519 And the other type of regulatory approval, it's not a compulsory one, but it is often a really helpful one to get your shareholders over the line, is to go to the ATO and actually get a tax ruling on the roll-over relief for your Australian shareholders. 00:22:51.680 --> 00:22:53.440 Now that takes a bit of time. 00:22:53.599 --> 00:23:05.279 You can do it with it, it's one of these things where the time, it might actually save you time because if it's a simpler conversation with your shareholders that you've got the relief, the tax office relief. 00:23:05.440 --> 00:23:07.440 But it there is a bit of time involved in that. 00:23:07.599 --> 00:23:10.720 So you you do need to do a bit at the outset. 00:23:10.799 --> 00:23:12.480 I call it triaging. 00:23:12.880 --> 00:23:15.119 What sort of regulatory environment are you in? 00:23:15.200 --> 00:23:17.839 And are you going to trip anything you'll have to look at? 00:23:18.000 --> 00:23:25.920 And you should be able to work out early on what you might either require somebody might require or might think is desirable to have. 00:23:26.079 --> 00:23:30.480 And that will tend to lengthen out the process. 00:23:30.720 --> 00:23:40.880 It can also lengthen out the process if you don't take those things into account and you don't really take a really good look at your shareholder base and think about what might be important for them. 00:23:41.039 --> 00:23:53.519 Because if you discover you're gone down the path and you're ready to go, but then one of your shareholders says, Well, actually, I've got this issue and this issue and this issue, and I'm not comfortable, that can also delay you. 00:23:53.680 --> 00:24:03.119 So there's a little bit of a sort of process around how do I make this an easy and simple process for my shareholders? 00:24:03.359 --> 00:24:10.480 And it might be counterintuitive, but sometimes doing something that might take a little bit longer actually does speed it up. 00:24:11.440 --> 00:24:13.119 That's very interesting. 00:24:13.440 --> 00:24:22.000 What about thinking about things like change of control consent in material contracts or, you know, a company's operations? 00:24:22.240 --> 00:24:24.319 Is that something that companies should think about? 00:24:24.559 --> 00:24:26.640 Yeah, it's definitely something companies should think about. 00:24:26.799 --> 00:24:28.720 It depends on how the contract's written. 00:24:28.880 --> 00:24:30.160 It may or may not trigger. 00:24:30.319 --> 00:24:36.319 I mean, because there's no actual real, if you think about it, there's no actual real change in how the company's controlled. 00:24:37.119 --> 00:24:38.880 Except there is a new controller, potentially. 00:24:39.519 --> 00:24:40.400 It can be triggered. 00:24:40.480 --> 00:24:42.319 So depending on how it's written. 00:24:42.559 --> 00:24:49.599 So what you know, somebody needs to sit down and whip through the contracts and work out what consents are required. 00:24:49.839 --> 00:25:22.160 In practice, however, I've never seen any sort of change control clause or counterparty discussions get in the way of a flip, because but it might mean because they understand that the company's not actually changing, but you might need to have a conversation with them with one little asterisk, and that is if you are in a business or an industry where who, you know, which country is your your parent company comes from is important. 00:25:22.720 --> 00:25:31.599 Defense is one not necessarily, I'm not specifically saying in Australia, but it can be relevant in various countries, national security, other things. 00:25:31.920 --> 00:25:38.160 It potentially you've got to have a think about whether

having a foreign parent company impacts you. 00:25:38.319 --> 00:25:41.119 But that's something that a business will generally well understand. 00:25:41.279 --> 00:25:48.400 If they're involved in that kind of industry or that kind of area, the business will tell me whether that's an issue rather than me telling them generally. 00:25:48.559 --> 00:26:07.200 So and so if you are a founder watching this video all the way to the end, well done, firstly, or a GC or another executive in a company that is starting to have serious conversations about a flip, what are the things that should be top of mind right at the start of that conversation? 00:26:08.240 --> 00:26:12.160 So I think the first question is why are we doing it? 00:26:12.480 --> 00:26:25.759 And sifting out, uh we're doing it because we have a really concrete reason and we know that it needs to be done, or are we making some assumptions and we and in if it's the latter, I think they need to be tested. 00:26:26.000 --> 00:26:39.759 I think the next thing is just to get some early advice, really high level on, and I again I I I use the word triaging, to just whip through all the kinds of things you're gonna have to think about and do a once-over. 00:26:40.319 --> 00:26:48.640 And it's something that, you know, if a company calls me and and asks about a flip, it's something, particularly if I know the company, I can do pretty quickly. 00:26:48.799 --> 00:26:53.359 And it's just a once-over, just to understand what are all the things and the factors. 00:26:53.599 --> 00:27:01.759 So if you are the founder, uh it's it's understanding that, and then you're probably feeling you're the one making the decision as to why we're doing this. 00:27:02.000 --> 00:27:34.000 If you are a say a CFO or a COO or a general counsel or a legal team member who's been asked by your founders or your CEO, what should we do, then it's you being able to understand what sorts of things that you you want to make sure either you're comfortable that you've thought them through and they're not going to trip up later, and if we don't need to raise them now, or actually let's have an early conversation on this, because even though this is um you know a boring legal or other issue, uh it's actually relevant and we should think about it. 00:27:34.160 --> 00:27:38.319 There's always a s there's always a solution to everything, there's always a way. 00:27:38.480 --> 00:27:44.480 It's just a question of of being alert to when you're gonna need to look for them and and figure them out. 00:27:44.720 --> 00:27:57.039 Yeah, and I think being on the front foot will allow you to manage those those issues at an early stage so that you can actually get to execution of the transaction with confidence. 00:27:57.279 --> 00:28:11.839 You don't want to be surprised or dismayed by finding something out later that if you'd known at the beginning, you might not have changed whether you did a flip, but it might have changed how you approached it or the way you set out your plan. 00:28:12.240 --> 00:28:12.640 Great. 00:28:12.960 --> 00:28:14.079 Well, thank you, Elizabeth. 00:28:14.240 --> 00:28:16.319 Thank you for joining me and sharing your wisdom. 00:28:16.720 --> 00:28:20.400 And stay tuned for future episodes of Deal Talk. 00:28:20.559 --> 00:28:35.039 As I mentioned, we're going to have a session with Toby Eggleston from our tax team who will dive into some of the tax complexities that need to be thought through on these transactions, as well as many more cutting edge MA insights.