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Appendix A10.1

Spin-out companies

1. Formation of spin-out companies

One route for the exploitation of intellectual property generated by BBSRC establishments is through the formation of separate limited liability companies (commonly referred to as spin-out companies), using non-charitable financial resources from the private sector and/or public sector resources geared to the generation of new business.

Local management will notify the establishment’s NCC of the setting-up of an active spin-out company as soon as BBSRC can do this without infringing commercial confidentiality.  Local management will also inform the NCC about the creation of ‘shelf-companies’ and give brief details – e.g. the name of the company and the reason for its creation.

2. Authorised investments

The Chief Executive of the BBSRC, after consultation with the Director of the establishment concerned, will exercise his/her discretion in deciding whether or not to permit you to invest in a spin-out company. In reaching this decision, the Chief Executive will consider the following:

  • the best interests of the BBSRC, the establishment and employees concerned
  • achieving successful exploitation of intellectual property by the establishment concerned
  • securing the continuation of the employment of the employees at the establishment
  • the interest (if any) of the establishment concerned in the spin-out company
  • the amount to be invested in the spin-out company by the employees concerned and
  • the terms and conditions imposed by other investor(s) on their investment(s) in the spin-out company in so far as they relate to investments to be made by employee(s)

The Chief Executive will tell the establishment, the employee(s) concerned, the NCC and JNCC of his/her decision.

3. Disputes and arbitration

If you are not satisfied with a decision by the Chief Executive, you may refer the matter to an Arbitration Panel comprising of the Chairperson and one other member of the Council. The decision of the Arbitration Panel will be final.

4. Potential role(s) of establishment’s employees in spin-out companies

You may work on a consultancy basis for a spin-out company wholly or partly owned by the establishment subject to the agreement of the Director. In either case the arrangements set out in paragraphs 1 and 2 will apply.

Where any consultancy exceeds 40% of your normal working time, the Director is required to consider transferring you to the spin-out company in accordance with appendix A10.3.

Where transfers are proposed, the Director will consult the NCC on the matter. The Director must inform BBSRC Office of all such transfers.

5. Employees holding formal interests in spin-out companies

If you have one or more of the following formal interests in a spin-out company not wholly owned by the establishment, you must record them in the establishment’s Register of Outside Interests:-

  • shareholdings and share options worth more than £1,000
  • investments and benefits derived from previous employment which could reasonably be perceived as creating a conflict of interest with your current employment
  • membership of the Board of Directors or other management body, subject to the approval of the Director

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Last updated by nt 26/02/08
Amendment: 14 February 2008