Katherine Keddie: The solutions we need to save the planet from climate and biodiversity crises are here, but they won't make a difference unless they are adopted at scale. We are Matt Jaworski and Katherine Keddie, and we have focused our careers on ensuring that this happens in time. Back in 2021, we started Adopter, Europe's first marketing company working exclusively with scaling green innovation. Since then, we've supported organisations from pre-seed start-ups and Earthshot Prize finalists to international unicorns and global NGOs. We've worked with green technology solutions across fintech, construction, food systems, nature and finance, and more. We also mentor on some of the world's leading venture builders. We are on a mission to support 100 high-integrity green innovation solutions by the end of 2025, and 1000 by 2030. This podcast is the next step on that journey.
So welcome back to the latest episode of the Scaling Green Tech podcast. I'm here with Mitesh Jagatia, who is the founder of Eco Ventures Counsel, a new initiative which is sharing the world's top legal advice with climate tech startups for free. So really a win-win. We'll be talking today about some of the common questions that people have when they're starting a climate tech startup or they're starting to scale. What should they be thinking about from a legal perspective? What are the kind of key questions? What can you get done on your own? And when do you need to bring in a professional from Mitesh's wealth of experience? So thank you so much for joining us today. Thank you. So before I explain any more about what you do, please tell me how would you explain it to a five-year-old?
Introduction to Eco Ventures Counsel and its mission
Mitesh Jagatia: Very good question. I have an 8 and a 3 year-old, as you know, so it's a question that comes up at home quite often. What are you doing, Daddy? So there are lots of good people in the world, this is how I explain it, and they are trying to help save our planet and improve the natural environment and the world we live in. There are lots of rules that they need to comply with, things they need to do in certain ways, and what I and my team do is we help them by, we know what the rulebook is, we help them navigate the rules and help them to do things in the right way.
Katherine Keddie: I think that's a good introduction. Before I go any further, I think it's worth mentioning that despite Mitesh being a very experienced senior lawyer, this is not legal advice. And if you need legal advice, you should speak to Mitesh about the programme and/or speak to a professional. So thank you for giving us that very basic introduction. Going right back, I know you've had a really extensive career with Sky, Moody's, Bloomberg as an in-house lawyer. So can you give us a bit of context about your journey so far and what's brought you to founding this organization?
Mitesh Jagatia: Absolutely, Kat. So, yes, I've been a seasoned lawyer for too many years to count now, but happily, fingers crossed, the legal career is over. Now we've launched Eco Ventures Counsel. So how did we get here? Five years ago, when I was at Bloomberg, I co-created a similar program, helping green tech startups in a similar way, and quickly realized that that was what I really wanted to do day to day. I enjoyed my job as a lawyer, but it wasn't the thing that got me out of bed, running that other program was. Fast forward to a year ago, and I left Bloomberg and left that program and finally had the opportunity to take a leap of faith and set up my own program, Eco Ventures Counsel, which we'll talk about today, and really try and focus full-time plus on galvanizing, mobilizing the legal profession to help startups and spin outs and social enterprises in the UK who are focusing on the green tech space.
Katherine Keddie: And give us a sense of what kind of law firms you have involved in this programme, because it's not just local run-of-the-mill, it's really like the world's top, you know, the world's top talent for legal advice.
Law firms involved in the programme and the value of pro bono access
Mitesh Jagatia: Yes, indeed. We're very lucky in Cohort 1 to have several leading law firms who are household names in our legal profession, so you have like sort of Linklaters, we have Reed Smith, Pinsent Masons, Gowlings, Clyde & Co, Squire Patton Boggs. If you're in the legal world or a legal geek, you'll know that these are, you know, elite firms who are often charging, you know, they charge a lot of money. They charge, you know, upwards of £500, sometimes over £1,000 an hour for their advice. They really are the creme de la creme of the legal profession.
Katherine Keddie: And then in terms of the startups that you have on your program, again, really the top tier of exciting climate tech innovation coming through. Give us some examples of the sorts of people you can support.
Examples of ventures in Cohort 1: Bactery, MarinaTex, and Circular11
Mitesh Jagatia: Sure. So we have 21 ventures in our first cohort, Cohort One, rather excitingly titled. Some examples of ventures we have, we have the likes of Bactery, who are a University of Bath spin-out. What they do is they have created batteries that are powered by bacteria in the soil. So you plug the battery into the soil and it generates electricity through some sort of magic. We have MarinaTex, who are creating plastic packaging alternatives. So they are using fish waste and algae and other stuff in the sea, using some fancy chemistry and making alternatives to your plastic films and coatings that you get in your food packaging. That's all biodegradable, so that's going to be much safer and better for the planet. And we also have the likes of Circular11, who are an incredible social enterprise down in the southwest of England. What they do is they upcycle plastic that is low grade, that is otherwise burned, or is sent to landfill. And through their ingenuity, they are creating construction products such as decking boards out of this plastic that otherwise, as I said, would be incinerated or thrown into landfills. So they're upcycling and really making that into a circular item.
Katherine Keddie: Okay, so really companies that are focused on technology innovation primarily, and I'm sure they're asking you things like, how do I get started with my IP strategy? How do I approach protecting this technology? And then obviously all of the other things that come with running a startup, like having your NDAs in place, bringing on the right advisors, what do my contracts look like? What are the common topics that you're discussing on the program and what are they asking these law firms?
Four core legal areas: corporate governance, commercial contracts, employment, and IP
Mitesh Jagatia: Yeah, good question. So how we categorise it is the legal support is broadly in four areas. So we have corporate, so that's corporate governance, so looking at founders' agreements, shareholders' agreements, creating them or looking at their existing ones. Also, fundraising is another big part of the corporate work. So if you are a start-up or spin-out looking to raise funds, you've got a big scary investor on the other side of the table. They've got their own scary 100-plus page documents. Our law firms help to review those and try to help secure more favorable terms for the venture. That's the first of the four areas. The second one would be commercial contracts. So that could be any sort of commercial contract, any type with your clients, customers, suppliers. partners, joint ventures, whatever the case may be, our law firms are equipped to help with those and again secure favourable terms and make sure you're not being taken advantage of by the big corporates as can sometimes happen. A third of those areas I would say is employment. Helping with employment contracts, setting up share option schemes, that sort of thing. And fourthly of the key areas I would say is IP. So our law firms help with IP clauses in contracts, protecting how the IP is used, but more fundamentally than that still, we have an IP firm on board who give a free health check, and then they follow that up with free advice off the back of the health check on what the ventures need to do to improve and protect their IP position. And then after that, there's also support on offer. So that is sort of key areas. There are many more, such as regulatory compliance, but I would say those are the key areas that we support in.
Katherine Keddie: And what are the stages of business that you tend to support? Because obviously IP is a hugely complex challenge. For example, it goes from all the way from seed to scale. So what is the kind of sweet spot for the companies on your program?
Stage of business supported: pre-incorporation to late seed
Mitesh Jagatia: Yeah, great question. So we technically take ventures pre-incorporation, but at least in Cohort One, all of our ventures had registered as companies. And I expect in Cohort Two, which we'll talk about a bit later, it would probably be a similar position. So very, very early companies all the way up to late seed. We've got one, in fact, we have two ventures who are at the late seed stage who are looking at raising series A funding in the next year. And our hope is that our lawyers can help with the deal documents for that large fundraising round. So from incorporation up to late seed, but the sweet spot I would say is pre-seed or seed.
Katherine Keddie: Okay, so I guess that leads nicely on to my next question, which was going to be, If I am a founder of a climate tech startup and let's say I'm pre-seed or I'm seed stage, at what point do I know that it's the right moment to bring in some external legal support? And obviously this can relate to any of the four areas that you mentioned, but what can I reasonably do on my own with resources that I find online, basic templates, that kind of thing, and when do I need to bring in the right professional to support me?
When to seek external legal support versus using free resources
Mitesh Jagatia: Yeah, good question. It will depend for each company. I mean, obviously, the sooner you can bring in legal support, the better, because you'll be protected sooner than you otherwise would be. However, it's not easy to get lawyers, especially at a cost-effective price. And there are a wealth of resources online, so you can use the likes of, you know, ChatGPT or Claude to help review contracts for you now. There's so much that you can do on your own. As you say, there are other online resources, so there's the likes of SeedLegals that you could pay, you know, a cheaper fee for than you would a fuller law firm. There's so many online articles from law firms and IP firms giving you some suggestions on do's and don'ts, which again, all free, good to use. But really, as I said, as soon as you can bring in legal support, the better. So when, let me give you some examples there. So when we have fundraising, obviously you want to try and get lawyers involved if you can, because it's such a sensitive matter for your company. You want to make sure that you're giving away equity if you are in the right way, on the right terms, so you're not surprised. Similarly, if you are developing a prototype and someone is manufacturing that for you, you want to try and have a contract that means that you own the IP, they are not owning the IP because they're making it for you. Generally, with your IP, you want to make sure an IP firm is looking at what you're doing and telling you when you can and can't speak about it and in what ways you can speak about it. Yes, I could go on, but… Yes, really when your business is tangible and you're starting to get out there and meet counterparties, meet prospective clients, talk about your ideas and, you know, outside of your, you know, your garage or your home where you're starting up, you really want to be thinking, what could I do to protect myself with, you know, on my own versus now it's getting serious, it's getting sensitive, I need to be seeking some external legal support.
Talking publicly about technology without jeopardising IP
Katherine Keddie: And I think, you know, from my perspective, which is obviously coming from marketing, it's a really useful foundation because something that we often find with our work is, you know, we're working with emerging B2B tech. It's obviously very sensitive. But at the same time, you need to be able to talk about your business publicly and you need to be able to talk about the work that you're doing in a way that supports credibility building, that helps you reach customers, investors, employees. You know, a lot of these things are really foundational to becoming a real serious company that's going to scale. And actually knowing what you can and can't say publicly about your work is a really important foundation to be able to doing that kind of basic marketing to start you off. So, a question I often get in my work is, what can I say about my technology at an early stage to avoid potentially, you know, revealing anything sensitive? And I think, you know, the default can often be, oh, it's safer to say nothing, but then you're missing out on these benefits. So what should the line be there for, let's say, like a seed or a pre-seed early stage company?
Mitesh Jagatia: Yeah, another great question. And of course, it will depend on what the company's doing and what their technology is and how innovative or novel it is. But I think there are some good rules of thumb. First of all, before you seek some legal support, which I would recommend you do, Be careful about what you say. So talk in general terms about what you're doing. Don't be overly descriptive about your technology and your solution and how it does these amazing things. If you haven't sought, you know, some sort of patent protection beforehand, because once your information is out in the public domain, before you've sought IP protection, you could be in a very tricky position for then getting IP protection, and that could then jeopardize your entire business. So you do have to strike a balance. I don't want to scare people off to not say anything at all. But the simple answer is be careful, be general, be high level, and definitely seek IP support as soon as you can. And there are amazing places where you can go and get, you can get free IP support from the likes of Climate Connection that we both know, they have their climate tech time event on the last Wednesday of every month, and they do have an IP firm now as part of the ranks of companies who give office hours. So they're a place like that you can go to, to get some free, decent IP guidance. And of course, without giving too much of a plug, there is also our Eco Ventures Counsel program too, that you could consider joining or applying to join. And of course, you'll get the best advice coming to us as well.
Katherine Keddie: Yeah, exactly. I think Climate Connection, great shout out. They do, like you say, monthly office hours, you get 30 minutes with an IP specialist. So, you know, there's lots of options here for finding really, really good advice at an early stage in the climate tech ecosystem, which is fantastic. Let's talk about some of the common mistakes that you come across. So a company is joining your program or, you know, even previously in your experience as a lawyer, let's say a seed stage company, what are the most common mistakes that you see from a legal perspective?
Common legal mistakes at seed stage
Mitesh Jagatia: Yeah, sadly, you do see them from time to time. To give you some examples, and I've touched on this already, folks not being careful enough with their IP, talking too loosely about the specifics of their technology and what it is they're doing, that can then pose a challenge for them getting IP support, as we discussed. That is one big no-no that you really have to be careful about. Also, just generally, not having contracts in place, going just on a handshake agreement with a big corporate, trusting the other party that they will look after your technology or your prototype, your MVP. Don't trust anybody. always try and have a robust contract in place. There are templates available online, there are free resources that you can use, so please do get something in place even if you don't have the ability to get it checked by a lawyer. If you can get it checked by a lawyer, great, but if you can't, you know, you still want something in place. Yes, having contracts in place is key. Having IP protection or not giving away your IP accidentally, that's another big problem. Also, when you're hiring people, you want to make sure you're complying with employment laws, for example, and all this stuff's available online. There are easy guides to read, so just try and think carefully about what your legal obligations might be. and comply with those. Also, data protection is a key one with the GDPR. There are potentially severe sanctions for breaching data protection laws around the world, so be very careful about that. So basically, just read up as much as you can with these simple online guides when setting up your company and running it in the early days. It doesn't have to be scary. There are lots of easy, digestible guides online.
Katherine Keddie: Yeah, I think there are ways that you can, I mean in the IP perspective, there are ways that you can talk about what you're doing that don't necessarily reveal anything sensitive. So in our work, the ways that we come across that are talking about founder stories, so saying like, this is my background, this is what I'm focused on, this is what motivates me, like building in public, so like documenting your scaling journey as you go. You can also talk about the problems that you're solving for customers, and I think it sounds like the main thing to avoid there is obviously explicit discussion of your technology. On that topic specifically, what should people avoid when they're talking about their technology? What is the level of detail that you think is appropriate?
Mitesh Jagatia: Yes, so touching on what I said earlier, keeping it high level so to be more detailed on that. Don't talk about what is novel or specific about your technology. Don't talk about the science behind it or the engineering behind it in any great detail. Don't talk about your innovation in a way that people could try and reverse engineer what you're doing. That's the key. You want to make sure that how it actually works technically isn't easily decipherable. So do talk in general terms about what your solution does without saying, well, it does A and B in ways X, Y, and Z because of the science one, two, and three. That is probably going to be too much detail if you haven't got the relevant IP protections and applications in place first.
Katherine Keddie: OK, so we've spoken about IP, which is obviously only one of the four things that you do. Let's talk a bit more about commercial contracts. Where do people tend to go wrong in this area at an early stage?
Commercial contract pitfalls: one-sided liability with large corporates
Mitesh Jagatia: Great, yes. So on commercial contracts, a key problem that we see is contracts that are one-sided. If you're dealing with a big corporate in particular, they'll have their standard contracts that will make you, the startup, fully liable for any problems that go wrong, full stop. That's not fair, that's not reasonable, although you can commercially, contractually agree to that. So what we try and do is we help them to negotiate the contract so that the startup is only liable for a reasonable amount of money for the losses and costs that they have caused the other party to suffer, which is much more reasonable and fair and easier to pay out if, heaven forbid, something actually happens that goes wrong. So making sure the liability provisions are set appropriately is something we'll account for in all of our commercial contracts.
Katherine Keddie: Yeah, I mean, I think it's very easy when you're a smaller company and you're making an agreement with a large corporate and it feels really exciting to rush and then make an agreement that doesn't work for you long term.
Mitesh Jagatia: Yes, exactly. Exactly. It's not always easy to spot the pitfalls because these legal contracts can often be in legalese with overly complicated words with lawyers trying to sound fancy and clever rather than necessarily being simple and clear and plain English.
Katherine Keddie: Yeah, exactly. So I guess that's the real benefit of having expertise to bring in because you're looking for that kind of specific language and where things can be hidden. Having read lots of contracts, I think it can be so samey that sometimes you just miss some of these small details, especially if it's not one of many things that you're focused on as a founder. Okay, let's talk about employment. You said obviously being aware of what you need to provide is key and what your obligations are. But again, like seed stage, so like slightly more established, maybe they have a couple of employees in. What are the common mistakes that you find? What should people be looking out for?
Employment contract errors and using outdated templates
Mitesh Jagatia: Yeah, so for employment, some common mistakes we see are not having a necessarily up-to-date employment contract in place. They might have used one from an old company that talks about policies and other things that apply to that company, but not to this new company. Yes, be very careful and don't just randomly use an old contract that you used elsewhere and assume it's going to be fine in your new company. It probably won't. So we see that on the employment side as well as in other commercial contracts. Also occasionally not having enough of a detailed contract in place at all, just drafting something that they think works but actually misses certain key provisions of employment law, that's another issue we see. And employment is such a sensitive area that you want to make sure you've got that correct.
Katherine Keddie: Yeah, absolutely. It's definitely a sensitive area. If anything, it's an understatement. The relationships that you build with early team members are so foundational to the success of the company. The relationships are fundamentally underlined by the contractual relationship that you put in place. Making sure that that's really secure is absolutely crucial. Let's talk about fundraising, which I've heard some absolute horror stories about investors coming in with terrible terms, people signing away all of their equity. I think it's probably one of the most common horror stories that I hear working with early stage climate tech and scaling companies. What should people look out for? What are the common horror stories that you hear? And what should someone who's listening to this, who's a climate tech founder, be considering as they go into an early fundraise?
Fundraising agreement traps: escalation clauses and hidden equity dilution
Mitesh Jagatia: Yes. Well, so first of all, I guess, be well prepared. You want to make sure that you understand as many of these, well, all of the terms ideally in the contract. But the key ones are, you know, the amount of equity that you might be giving away, the amount of money that's coming into you, when it's coming to you, are there certain trenches or milestones that need to be hit? does the amount of equity that you give up change if milestones are hit? For example, you see all sorts of things where a venture thinks it has agreed to a certain deal when actually reading the fine print of the contract, actually it's not 10%, it's 10% upfront, then it goes up to 15 or 20 or 25 if certain milestones are hit. without, and it's buried somewhere in the contract, and then you want to stick your position because you've agreed to that contract. And it's not always easy necessarily then to renegotiate to the position that you thought you had in the first place. So those sorts of things that you can see. So again, as with all of these, I am bagging a bit of a drum here. Forgive me for that. But you really do want to be checking your contracts that you're entering into, even if they're complicated and long and scary and where you can, please do try and seek some legal support. There are plenty of law firms who are operating in the space that support startups exclusively or specifically with their expertise in that. And those firms are cheaper than the top tier firms in my EVC program, for example. So especially if you're fundraising, do try, you know, do consider using those firms or something like Seedlegals, but you're always going to get, I would say, no shade for any program like Seedlegals or elsewhere, but I would say you're always going to get the best experience and support when it's tailored for you.
Katherine Keddie: Final specific question for you in terms of common questions I get asked or I come across. A common question that I come across is, if I'm a spin-out from university, what should I be considering from a legal perspective? You know, making sure that I own my technology, that I'm able to scale it, that it's possible to bring in future investment because, you know, there's a healthy kind of cap table going on. What would be your initial advice? What should people look out for that situation?
University spin-out IP: ownership, licensing, and royalty terms
Mitesh Jagatia: Yeah, good question, Kat. The spin-out is slightly different from a startup in so far as you probably don't own the IP at the outset. The IP is probably owned by the university and you need to figure out now with your university how you either own the IP going forwards from that point on or you instead take a license from the university for the IP and then if you do that the question is the terms of that license, the important things to consider are how long is the license for, in what territories do you have the ability to use the IP, how can you use the IP, how can you commercialize it. If you do commercialize the IP by putting the IP into your particular solution and sell that solution as a product or service, What royalties then go back to the university? Is that 5%? Is it 10%? Is it something different? And how long for? And do those royalty amounts change over time if certain milestones are hit? So there are many, many things to consider in the spin-out process. So be very careful in assessing that in the happy position of successfully creating a spin-out from a university researcher.
Katherine Keddie: Yeah, so we've talked about four things that you do basically, but I know that you have a lot more. Is there anything we've not talked about that people should look for if they're interested in maybe joining your program?
Mitesh Jagatia: Yes. So it is really a full service program. So we support in all number of legal areas. So areas we've not touched on yet in much detail are data privacy, personal data, regulatory compliance is a big one. So if you're creating a widget, a certain product or a service that means people can comply with environmental laws. You need to make sure that your product or service helps people comply with the environmental laws. And in fact, your product potentially needs to itself comply with environmental laws. So the byproducts are used in a certain way or disposed of in a certain way. So yes, that's another key area. Also, there could be tax issues that arise in fundraising and our tax lawyers can help with those. Yes, I won't give you the full list of legal areas, but yeah, it's a full service programme, happily. And if the law firms that are helping the ventures can't assist, what we do is we then refer the matters out to other firms in the programme. So the idea was really to give that, as I said, comprehensive and full service support where we can.
Katherine Keddie: I mean, these are huge law firms, really established law firms, their experience is not a lot they won't cover, right? So, yeah, it's a happy position of having such fantastic firms on your programme. So I'm sure people are curious to know, how do they get involved in your programme? What are the next steps if they're an early stage climate tech company or founder?
Applying to Eco Ventures Counsel Cohort 2
Mitesh Jagatia: Yeah, absolutely. Good question. So there are two annual cohorts per year, one starting in May, one starting in November. We are now in August accepting applications of Cohort Two. So at a high level, folks come in and apply, then they get interviewed, and then they could be potentially selected to join the program. And then they get the year of free support.
Katherine Keddie: Fantastic. OK, so watch this space. I think you can follow Mitesh on LinkedIn. You can follow Eco Ventures Counsel on LinkedIn. Is there anywhere else people should find you?
Mitesh Jagatia: We have a website that is being updated as we speak. And yes, otherwise, on email, in all your usual places.
Katherine Keddie: So we will put relevant links to all of the work that Mitesh is doing in the description of this episode. But it's been absolutely fantastic to have you. Thank you so much for giving your advice. Thank you. And you can catch us next time on the Scaling Green Tech podcast.
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