US Expansion: A Conversation with Bill Cogan, Founder of Seven Legal

March 18, 2026
Tom Nicolson, Partner at Bonham & Brook, has a conversation over coffee with  Bill Cogan, Founder of  Seven Legal about US expansion — when it makes sense, when it doesn’t, and where people get it wrong

 

Tom Nicolson:
Let’s start with what you’re seeing on the ground. We’re advising a lot of early-stage tech businesses, and increasingly they’re attracting US capital. Almost immediately, the question becomes: do we need a US presence?

Bill Cogan:
Exactly. And the instinct is often, “yes, we should be in the US.” But for many businesses, it’s usually too early. You’re adding cost, complexity, and another legal system when the business is already trying to find product-market fit.

Tom:
So your default position is to hold off?

Bill:
Yes. In our experience, many US investors are comfortable with a UK company at the outset. If they do not, what they usually want is clarity — that if they commit capital, you can implement a US structure quickly. That’s often done in parallel with a funding round.

Tom:
Which brings us to the phrase everyone throws around now — the “Delaware flip.”

Bill:
Exactly. And it sounds more complicated than it actually is. You’re essentially inserting a US parent company, usually a Delaware C Corp, above the UK entity. Existing shareholders swap into that new US entity, and future investors invest into it.

Tom:
And the reason Delaware keeps coming up as the state of choice?

Bill:
It’s widely seen as the gold standard: well-established corporate law, investor familiarity, and, frankly, most venture-backed companies in the US are incorporated there. Some funds have mandates or preferences that make it difficult to invest outside the US, so they may require that structure.

Tom:
So when does this actually become necessary?

Bill:
Very often around the term sheet stage. That’s the key point. You generally don’t incur the cost and complexity up front — you wait until there’s a committed investor who wants it.

Tom:
Because it’s not cheap.

Bill:
No. Setting up a US entity alone might be a few thousand dollars. But a full flip — with legal, tax, IP, and restructuring work — is a proper transaction. You want to be doing that for a clear reason.

Tom:
We’ve seen founders get quite carried away with the idea of “cracking America.” How often do you see that go wrong?

Bill:
Quite a lot. A big misconception is thinking of the US as one market. It’s not. It’s 50 states, each with its own tax rules, employment laws, and regulatory frameworks.

Tom:
So scale cuts both ways.

Bill:
Exactly. The opportunity is huge, but so is the complexity. You’re not really just “entering the US.” In practice, you’re entering specific states, each of which brings its own issues.

Tom:
And then there’s the expectation piece.

Bill:
Yes. If you’re raising US capital to expand into the US, investors will often look for — or at least strongly prefer — a founder on the ground, leading hiring, sales, and growth locally. That’s a big commitment, operationally and personally.

Tom:
There’s also a slightly different route we see: companies trading into the US without taking US investment.

Bill:
That’s right. And the triggers there are more practical — things like revenue scale, hiring locally, or customer expectations.

Tom:
And liability.

Bill:
Exactly. The US is a relatively litigious environment, so companies often set up a US subsidiary to ring-fence risk, manage tax exposure, and employ people properly.

Tom:
So it’s less about strategy and more about necessity at that point.

Bill:
Yes, it just becomes basic operational hygiene.

Tom:
Let’s touch on one area where we often overlap, tax incentives. In the UK, SEIS and EIS are incredibly attractive for early stage investors.

Bill:
They’re widely regarded as world leading.

Tom:
And that’s where some tension comes in. Once you introduce a US topco, you can start to affect eligibility.

Bill:
Yes indeed. It’s important to carefully map out the impact on existing and future investors before making structural changes.

Tom:
And on the R&D side, we’re seeing some interesting developments. The UK has tightened rules around overseas costs, but under the merged scheme there’s still some scope, especially where work genuinely has to be carried out overseas.

Bill:
And in the US?

Tom:
There’s still strong support through R&D tax credits, especially for early stage companies. Even loss-making businesses can benefit by offsetting payroll taxes in their first few years.

Bill:
So there are opportunities on both sides, but they’re best coordinated.

Tom:
If you had to summarise the biggest mistake founders make with US expansion, what would it be?

Bill:
Doing it too early, and for the wrong reasons. As a rule of thumb, expansion is better when it follows traction, not the other way round.

Tom:
And the right approach?

Bill:
I’d try to stay simple for as long as possible: engage US investors from a UK base, be clear that you can restructure if needed, and then move quickly when there’s a committed reason to do so.

Tom:
So it comes down to timing, clarity, and discipline.

Bill:
Yes. The US is a huge opportunity, especially if you enter it at the right stage, with the right structure.

 

Seven Legal

Starting, scaling and exiting a business is hard. Seven Legal works alongside founding teams on their journeys through funding, scaling and exiting high growth ventures with a focus on concise, pragmatic legal advice for each stage of a company’s growth cycle. They deliver this through strategic advice and expert execution, built on advising hundreds of founding teams from incorporation to exit in the UK and Ireland. -> https://sevenlegal.io/

 

Bonham & Brook

Bonham & Brook are specialist tax advisors & funding specialists, with expertise across Innovation, Energy Relief, Property Taxes, and Compliance. Our in-house sector experts and proven methodology have earned the trust of hundreds of companies across the UK & US. Turning complexity into clarity, Bonham & Brook excel in helping clients maximise financial incentives, reduce costs & reinvest in innovation; with compliance at the core of everything we do -> https://bonhamandbrook.co.uk/contact-us/

 

 

Thomas Nicolson

Partner, Bonham & Brook

 

 

Bill Cogan

Founder, Seven Legal

 

 

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