Case study pack · Teaching use only
Local majority ownership + central IP
51% local · 49% MAUNi · Zambia · New Zealand · Ireland
A practical template for onboarding local organisations while protecting personal IP, using Starlink-enabled delivery, and preparing a Zambian listing pathway. Written for CPRC, Case Manager, and Master Executive students.
Not legal, tax, or investment advice. Always instruct local counsel before any real transaction.
1. Learning objectives
- Distinguish equity ownership from IP control.
- Design a 51/49 joint venture that remains citizen-owned in Zambia while protecting curriculum and brand.
- Map a realistic LuSE Alt-M pathway.
- Specify how Starlink supports delivery without becoming a regulated telecom business.
- Draft partnership terms that can be cloned for New Zealand and Ireland.
Discussion prompts
- Why might 51% local ownership be strategically valuable even where the law allows 100% foreign ownership?
- Which decisions must remain reserved to the IP owner, and why?
- How does a Master IP Licence differ from selling the methodology to a local partner?
- What evidence would a LuSE Alt-M application need that a recovery-training organisation can realistically produce?
2. Corporate structure
IP HoldCo
Owns trademarks, Collins Window™, curriculum, software, certification marks
100% MAUNi / founder entities
Country OpCo
Local delivery, employment, partner onboarding, Starlink hubs
51% local partners · 49% MAUNi
Master Licence
Right to use IP + brand under quality control
Contract (not equity)
Local Affiliates
Clinics, LEROs, community organisations under OpCo
Sub-licence from OpCo
Zambia: ≥50.1% local equity supports citizen-owned status and can lower ZDA investment thresholds for joint ventures. In New Zealand and Ireland the same 51/49 split is a partnership choice, not a legal minimum for most training activities.
3. Term sheet — Zambia 51/49
Non-binding heads of terms. Replace bracketed text before circulation.
Equity
- · Local Partner: 51% of issued share capital
- · MAUNi: 49% of issued share capital
- · Share class: ordinary shares with equal economic rights unless otherwise agreed
- · Initial capital contribution: [amount / in-kind schedule] proportional to equity or as agreed in SHA
Board
Board of [5] directors: [3] nominated by Local Partner; [2] nominated by MAUNi. Reserved matters requiring MAUNi consent:
- · Brand use outside agreed guidelines
- · Changes to curriculum or certification standards
- · Sublicensing of IP
- · Related-party transactions above [threshold]
- · Change of control
- · Borrowing above [threshold]
- · Issue of new shares
IP & economics
- · All personal and organisational IP remains owned by IP HoldCo
- · OpCo receives a territory-limited Master IP & Brand Licence
- · No assignment of IP to OpCo or Local Partner
- · Royalty / licence fee: [X]% of programme revenue + platform fee
- · SHA and Licence initial term: [5] years, renewable
4. Master IP & Brand Licence
Clause outline between IP HoldCo (Licensor) and Country OpCo (Licensee).
Grant
- · Exclusive licence within Territory for Field of use
- · Non-transferable except to permitted Affiliates under sub-licence terms
- · No right to modify core curriculum or certification standards without written approval
Ownership
- · Licensor retains all right, title and interest in Licensed IP
- · Improvements by Licensee are assigned to Licensor or licensed back on agreed terms
- · No challenge to validity of Licensed IP
Quality control
- · Brand guidelines and trainer competency standards mandatory
- · Audit rights (reasonable notice) of training delivery and marketing
- · Certification awards only via approved assessment pathways
- · Safeguarding and data-protection minimum standards
Fees
- · Initial licence fee: [amount]
- · Ongoing royalty: [X]% of Net Programme Revenue
- · Platform / knowledge-base access fee: [amount / period]
- · Payment currency and withholding tax gross-up mechanics
Starlink & infrastructure
- · Licensee may procure Starlink Business (or equivalent) for delivery hubs
- · Connectivity costs are Licensee operating expenses unless otherwise agreed
- · Licensor does not provide regulated telecom services
Term & termination
- · Initial term [5] years; renewal by mutual written agreement
- · Termination for material breach, insolvency, change of control without consent, persistent quality failure
- · Post-termination: de-branding, return of materials, survival of confidentiality and accrued fees
5. LuSE Alt-M readiness checklist
Confirm current rules with a sponsoring broker and the Securities and Exchange Commission of Zambia. Alt-M is the realistic first listing conversation for a growing training OpCo.
Corporate form
- ☐Registered as a public company with PACRA (or convert private → public when ready)
- ☐Company secretary appointed; statutory records current
- ☐Board composition documented; majority non-family preferred for Alt-M culture
- ☐Share register clean; shares fully paid and transferable
Scale indicators
- ☐Trading turnover in the Alt-M band (confirm current thresholds with broker)
- ☐Minimum shares in issue per current Alt-M rules
- ☐Public free-float target (~10% on Alt-M) and minimum public shareholder count
- ☐Operating history and/or growth narrative
Financial & audit
- ☐Audited financial statements with clean opinions where required
- ☐Management accounts and cash-flow visibility for the board
- ☐Related-party transactions disclosed and on arm’s-length terms
Governance & disclosure
- ☐Board charter, audit committee (or equivalent), and risk register
- ☐Director bios and independence notes
- ☐SEC registration path understood; draft pre-listing statement outline
- ☐Sponsoring broker identified
MAUNi-specific readiness
- ☐Clear separation of OpCo revenue vs IP HoldCo royalties
- ☐Student outcome metrics (completion, certification, practice progression)
- ☐Safeguarding and complaints policy published
- ☐Starlink / digital delivery costs modelled as operating expenses
- ☐51/49 SHA does not block free-float or transferability required for listing
6. Clone notes — NZ & Ireland
- · Same stack: IP HoldCo · 51/49 OpCo · Master Licence · Affiliate sub-licence
- · New Zealand: Overseas Investment Act may apply to significant assets or sensitive land; franchising mainly general contract and competition law
- · Ireland: no nationality limit on shareholders; EEA-resident director rules; FDI screening for certain control thresholds
- · Starlink is available in Zambia, New Zealand, and Ireland — use as infrastructure, not as the regulated product
7. Board simulation exercise
In groups of 3–4, complete the following in 45–60 minutes:
- Name your Zambian Local Partner profile (skills, capital, networks, risks).
- Fill the Term Sheet brackets with numbers you can defend.
- List five Reserved Matters you would never give away as IP owner — and one you might negotiate.
- Score the OpCo against the Alt-M checklist: Ready / Partial / Missing.
- Present a 3-minute pitch: why a LuSE investor should care about recovery-training infrastructure in Zambia.
Equity can be local. Standards and IP stay central. Connectivity — including Starlink — is a delivery tool, not the product. Listing is a governance and capital milestone, not a shortcut around partnership design.
Ubuntu Academy Coaching & Training CIC · MAUNi / U-ACT · August 2026