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Corporate & Securities Law

The Startup Lawyer The Startup Lawyer

Entrepreneur and Startup Company Law

Post Frequency: 1.8/day

Last Entry: May 16, 2014 at 11:31:43

Recent Entries: 365

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Tech Wildcatters Pitch Day 2014

Posted on May 16, 2014
Tech Wildcatters Pitch Day 2014 will be held on Thursday, May 22 from 1 to 3:30pm (Dallas Time) at the Granada Theater. At Pitch Day 2014, the 13 startups of the 2014 Tech Wildcatters class will present: -Akros Tech Labs -GetReal.Estate -GruupMeet -Guideally -iCcode -InstantAPI -My Dealer Service -Nexiden -Pledgecents -Upswing -Whichbox -YooLod -Zephos Tech […]


Mock Series A Term Sheet Negotiation

Posted on April 02, 2014
My firm and Tech Wildcatters are co-hosting a live mock Series A term sheet negotiation on April 25th from 1-3pm. The event will take place at Tech Wildcatters at 2700 Fairmount St in Dallas Texas. Brad Hunstable, founder and CEO of Ustream, will play the role of the startup founder and a “TBD” VC will […]


Office Hours at SXSW

Posted on March 03, 2014
If you want to discuss liquidation preferences, vesting schedules, or anything startup-related, I’ll be holding an office hour session this Friday March 7th from 130-230pm at UP Global’s SXSW Startup Oasis. The office hour portion of Startup Oasis is blocks of time where you can meet with mentors across a diverse range of skill sets...


Unintended Consequences of a Long Additional Closing Period

Posted on February 07, 2014
Some financing rounds close on one specific day. That is, all investors fund the full investment amount of the financing round on the same day. This is usually the case when a financing round has a small number of investors who can coordinate with the startup on a closing date (wires, exchange signature pages, etc...


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Introducing the Startup Law Glossary

Posted on February 01, 2014
In case you didn’t know, this blog contains a glossary of terms that startups may encounter anywhere from their initial startup to sale/IPO. You can reach it at the top of each page by clicking on ‘glossary’ or directly via http://startuplawyer...


Premature Extensive Due Diligence

Posted on January 21, 2014
Occasionally, angel investors will send extensive due diligence requests to a startup way too early. By way too early, I mean an angel investor sends your startup an 8+ page due diligence request — without having made any sort of “commitment” to invest...


Now Accepting Bitcoin

Posted on January 11, 2014
My firm has decided to start accepting payment via bitcoin. We had our first bitcoin transaction yesterday from a client that just so happens to be in the bitcoin space. The firm decided to go with Coinbase as our “international digital wallet”...


Your Day Job?s Invention Assignment

Posted on January 09, 2014
Many founders choose to maintain a full-time job (i.e., “day job”) during the initial stages of their startup, whether or not the startup is incorporated. This is a common way to self-fund or otherwise hedge prior to a friends & family or seed round...


When Majority of the Board Doesn?t Mean Control

Posted on January 07, 2014
In conversation at various startup events, I hear a common but potential misconception relating to ?control? and the board of directors. For example, I often overhear ?it?s great that the founders only had to give up 1 board seat, so they still retain control of the board/company...


How Many Shares Should be Issued to Founders at Incorporation?

Posted on January 02, 2014
I typically advise issuing 50% to 80% of the authorized shares of Common Stock to the initial founders upon incorporation. Thus, if the certificate of incorporation authorizes 10,000,000 shares of Common Stock, an aggregate of 5,000,000 to 8,000,000 share should be issued at incorporation...


Advisor Agreements

Posted on January 02, 2014
At the time a startup compensates an advisor with incentive equity, it is best practice to also have a written agreement typically called an “Advisor Agreement” or “Advisor Letter” in place to protect the startup. The Advisor Agreement also has the side benefit of managing expectations on both sides...


Advisor Stock Option Grants

Posted on January 02, 2014
One asset that startups should consider taking advantage of is advisors. Luckily for startups, advisors are prevalent and can be readily found through incubators, networking and/or personal contacts. The best advisors are in it to pay it forward or give back to the startup community...


Insights Seminar: Convertible Notes

Posted on January 02, 2014
On January 22, 2014, my law firm is putting on a seminar on the topic of Convertible Notes. I will be the presenter and will discuss topics such as the pros and cons of a convertible debt round to specific terms and structural tactics. The seminar is free for entrepreneurs (and investors) and will be […]


If I Launched a Startup in 2014

Posted on January 02, 2014
I thought I would expand upon and update my “If I Launched a Startup” post from 2010 to include recent issues such as incubators and crowdfunding. So in 2014, here’s what I’d do in the beginning: Incorporation (1) When: As soon as I was serious about making my startup a business (2) Type of Legal […]


Startups Should Invest in a Quality Scanner

Posted on December 31, 2013
When your startup goes through due diligence for an investment round or an exit, investor’s or buyer’s legal counsel will typically send a laundry list of document requests. These documents range from the startup’s bylaws to stock option agreements to third party contracts to prior financing documents...


The Standard Financing Document Pipe Dream

Posted on December 30, 2013
There will never be a single standard set of financing documents, whether for seed or venture capital rounds.And interestingly, the variance in documents increases as the deals get smaller. The closest to a standard set is the NVCA forms, but those are for larger Series A/B/C type rounds...


SAFE Seed Financing Documents

Posted on December 18, 2013
I wrote an article for LaunchDFW titled “SAFE and SOUND? A Primer on the new YC Docs“. It’s somewhat geared towards the Dallas Fort Worth startup scene, but I believe it’s probably relevant for most of the country/world.


Of Mice and Mentors

Posted on December 04, 2013
There are a ton of positives that mentors provide startups, as no one person innately has the skill set and/or experience to run a successful company. But if there is an incubator bubble, does that beget a mentor bubble? Mentors at incubators should be in it strictly to pay it forward and most certainly are...


Insights Seminar: IP 101 for the Entrepreneur

Posted on December 04, 2013
If you are going to be in the Dallas area on December 13, my firm is putting on a seminar for startups titled “IP 101 for the Entrepreneur ? the basics of IP and debunking common misconceptions“. David Foster, a patent lawyer, will be presenting along with Anna Benefiel, a Licensing Associate in the Office […]


Announcing Roberts Foster LLP

Posted on September 30, 2013
I?ve been told by my board of directors (i.e., my wife) and various clients that I should blog more often. I figured the best way to do that was to bring on additional personnel at my day job. So I?ve done just that with the formation of Roberts Foster LLP...


Glorified Employees

Posted on September 19, 2013
Standard seed financing terms have moved beyond the boundaries of the Bay Area, but they haven’t completely reached all parts of the globe. Of course seed investors should look to protect their investment, but some seed investors (whether in Dallas or Denmark) may look at your startup as a ‘distressed investment’ and seek terms that […]


Incubator Funding Documents Should Be Easy

Posted on September 18, 2013
Documents in the startup ecosystem evolve. For example, convertible note documents are more complex now compared to 5 years ago (e.g., price caps and price cap regulators). Most of the evolution has to do with real-world experiences of investors and startups...


Should Your Startup Close a Small Angel Investment Prior to Demo Day?

Posted on June 07, 2013
Working to close a small angel investment prior to your incubator’s demo day usually falls somewhere between a moderate distraction and a huge pain in the asymptote. It’s not worth the effort to close during this time period for a small amount...


Tech Wildcatters Pitch Day 2013

Posted on May 10, 2013
Tech Wildcatters has just announced a new location for their 2013 Pitch Day. Pitch Day 2013 will be held on Thursday, May 23 from noon to 3pm (Dallas Texas Time) at the Granada Theater. Prior Pitch Days were held at the Magnolia, but due to demand, Pitch Day 2013 will be held at a larger [...


Tech Wildcatters Announces 2013 Class

Posted on March 06, 2013
Tech Wildcatters recently announced the 11 participants for their 2013 class. As usual, this class features participants from around the country. Read about the teams straight from Tech Wildcatters here or their coverage in the Dallas Morning News here.


The Rolling Close

Posted on February 08, 2013
Unlike Series A Rounds, most seed rounds of financing don’t have all investors fund their investment on the same date. Sometimes it’s a matter of logistics for investors, but mostly it’s because the startup is continuously identifying and pitching potential angel investors to join in the seed round...


Price Cap Liquidation Preference Windfall Regulators

Posted on January 23, 2013
Most convertible notes have a price cap as a feature term. Depending on the delta between the price cap and the pre-money valuation of the qualified equity financing, the convertible note investors could receive a windfall in terms of liquidation preference...


Tech Wildcatters Spring 2013 Applications Are Open

Posted on December 06, 2012
Tech Wildcatters, a Forbes Top 10 seed accelerator, is now accepting applications for the fifth cycle of their 12-week accelerator program which begins Spring 2013. The deadline for submissions is January 21, 2013. Comprised of 15 startups, the fifth cycle is set up to be the largest group of companies to go through the Tech [...


Convertible Note Transaction Documents

Posted on July 17, 2012
It’s a common misconception that the ‘convertible note’ is the only legal document used in a convertible debt financing. I often receive emails from entrepreneurs asking for a ‘sample convertible note’ which I assume they are planning to use on their own...


Riding the Elephant

Posted on March 18, 2012
Outsourcing your startup’s early technical development to a dev shop is like riding an elephant in a horseback polo match. You’re on a big beast, but your lack of agility will prevent you from scoring. With the surge in demand for technical co-founders, many startups have no choice but to contract with dev shops to [...


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