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Corporate & Securities Law

The Startup Lawyer

Entrepreneur and Startup Company Law

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Last Entry: April 15, 2020 at 16:22:08

What is a Registered Agent?

Posted on June 16, 2009
A registered agent is someone, either a company or an individual, that a corporation appoints to receive service of process and other official notices such as state franchise tax notices. Service of process is how a third party gives your company notice of a pending legal matter, which allows your company to respond accordingly...

June One-Six-Seven-One

Posted on June 16, 2009
Back in high school, I told my closest friends that “when I have a law firm, 2pac will be playing in the office.” I really didn’t plan to have my own law practice in high school, I was just letting my friends know that I wouldn’t change...

The 83(b) Election For Startup Founders

Posted on June 10, 2009
If founders stock is issued subject to a vesting period, each founder should make a Section 83(b) election with the IRS within 30 days of purchasing the restricted stock. If a founder fails to make a 83(b) election, each vesting milestone will be a taxable event for the founder...

Startup ?Odds of Success? Calculator

Posted on June 10, 2009
StartupNation released an “Odds of Success Calculator” so that entrepreneurs can “see if your business is prepared for success.” The calculator derives your odds of success based upon your answers to the following 8 questions: (1) About how much debt and equity capital has been provided to your business? (2) How long do you think it [...

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Don?t Oversmart Your Startup?s Business Plan

Posted on June 08, 2009
A couple of weeks ago, I retweeted a Brad Feld post titled “Startup Cost Projections for First-Time Entrepreneurs.” The passage that interested me the most was: The biggest mistake first time entrepreneurs make is that they fall prey to the idea that they need to put together a five year P&L forecast and cash flow [...

June Startup Events in DFW

Posted on May 29, 2009
There’s quite a few startup events going on in DFW in June: June 1 - SpringStage Startup Happy Hour What: The happy hour is a monthly get together for entrepreneurs interested in building a local startup community. Where: 1950 Stemmons Freeway, 1st Floor High Tech Bar, Dallas, Texas 75207 When: 5pm-8pm Cost: $0 June 4 - FundingPost...

What is a Liquidation Preference?

Posted on May 01, 2009
The liquidation preference is the amount that must be paid to the preferred stock holders before distributions may be made to common stock holders. The liquidation preference is payable on either a liquidation of the company, asset sale, merger, consolidation or any other reorganization resulting in the change of control of the startup...

Stock for Fees

Posted on April 28, 2009
Recently I’ve written about potential conflicts of interest between you and your startup lawyer. Now for the main event: Stock for Fees. This situation arises when a startup company offers stock to a lawyer in exchange for legal services. I’ve derived the following 2 postulates to explain why startups and lawyers agree to [...

The Funded Founder Institute Posts ?Class F? Startup Documents

Posted on April 23, 2009
I got a tip from @Pietari that another set of startup documents were released today. The Funded Founder Institute just released a very founder-favorable set of startup documents centered around “Class F Common Stock.” The Class F Common offers founders various protective provisions such as: -2 to 1 Board votes per founder relative [...

WSGR Launches Term Sheet Generator

Posted on April 22, 2009
I just found out from Altgate.com that Wilson Sonsini has launched a “Term Sheet Generator.” Here is WSGR’s description of the free tool: This tool will generate a venture financing term sheet based on your responses to an online questionnaire...

Should Your Startup Lawyer Get a Finder?s Fee?

Posted on April 17, 2009
Heck no. Your lawyer should not get a contingent finder’s fee for introducing you to investors or potential acquirers. I think taking a finder’s fee would be a greater conflict than sitting on your startup’s board of directors. I’ve always felt introductions, whether to an accountant, potential co-founder, or investor is just part of [...

Should your Startup Lawyer also be a Director?

Posted on April 13, 2009
Startup founders sometimes ask their startup lawyer to serve on the board of directors. The founders may feel that their lawyer is a prime candidate for a board seat since their lawyer (a) is familiar with their startup, and (2) has dealt with a myriad of startup company issues through the lawyer’s representation of [...

Google Officially Launches Venture Capital Fund

Posted on March 31, 2009
I blogged about the rumors in the past, but Google made it official yesterday and announced the launch of their own venture capital fund. Reports are that Google will commit about $100MM to the fund. According to their blog post, they plan on investing in other sectors than just Internet and software: [...

Workinonit

Posted on March 26, 2009
I haven’t died nor abandoned this blog. Nor did LegalZoom adultnap me after my last article. My day job has kept me busy, but that’s not why I haven’t been posting. In lieu of writing, I’ve been planning the evolution of this blog which for now is comprised of 2 main things: (1) [...

Why LegalZoom Fails Startups

Posted on February 21, 2009
Thinking of saving some cash and using LegalZoom to incorporate your startup? Think again. While incorporating with LegalZoom is a viable option for some new businesses, LegalZoom comes up way short for startups. LegalZoom just doesn’t offer the documents a typical startup needs: Shareholders Agreement? Nope...

Drink and Vote Today!

Posted on February 16, 2009
2 quick announcements: (1) Fort Worth Startup Happy Hour tonight at the Flying Saucer. Starts at 5pm. (I hope you don’t have to speak Klingon to get in.) (2) Vote for Big In Japan in the Mobile Monday event in Spain. I’ll also have another announcement about this blog soon…and a real post, too...

TechStars Releases Model Seed Funding Documents

Posted on February 09, 2009
TechStars released a set of model seed funding documents that they use as a staring point for their seed stage financings. The model seed funding documents include: Term Sheet. This sets out the terms of the proposed seed investment into your startup and alsos include the proposed cap table (reflecting the seed investment)...

ShopSavvy on the iPhone

Posted on February 06, 2009
I frequently get requests from clients to be a beta tester for their software. Normally I don’t participate in beta tests because frankly I am not tech savvy enough to figure out what is going on. But today my iPhone is playing beta tester because the team at Big in Japan Inc...

The Superbowl Example of ?Stay Ready?

Posted on February 01, 2009
Back in January, I wrote a post about how entrepreneurs should always stay ready for potential opportunities (rather than get ready once they pinpoint one). Well, today seems like the appropriate day to provide a real-world example of staying ready. I met Jared Retkofsky in the fall of 2008...

2009 Venture-Backed IPO!

Posted on January 30, 2009
It is bound to happen eventually, right? A venture-backed company will break the drought and find an exit via IPO. Well, OpenTable filed with the SEC and is looking to raise up to $40MM in an initial public offering. If successful, OpenTable will be the first venture-backed IPO in several months...

Delaware is Suffering: Will Incorporation Fees Increase?

Posted on January 08, 2009
I’ve blogged before about the benefits of incorporating in Delaware. Thus, I was somewhat shocked to see the Deal Journal blog about how Delaware is becoming another victim of the credit crunch. I never thought about how much revenue Delaware receives from its Division of Corporations, but the article contained this statistic: Delaware?s Division [...

More VC Gloom But With Colorful Charts

Posted on January 07, 2009
TechCrunch just posted some charts regarding the utter lack of venture-backed exits in 2008. In summary, 2008 saw 6 venture-backed IPOs (down 93% ) and 260 merger & acquisition deals (down 27%). And as you might expect, the prospects aren’t that great for 2009...

Video Comedy on Raising Venture Capital, Part 2 (Hiring a Venture Lawyer)

Posted on January 07, 2009

Video Comedy on Raising Venture Capital, Part 1

Posted on January 07, 2009

The Billable Hour is Dying?Slowly

Posted on January 06, 2009
The billable hour. Ugh. I don’t like it, and I’m pretty sure you don’t like it either. The good news is that the bandwagon for murdering the billable hour is gaining more members every week. I came across an article about how a partner at a very large firm just penned [...

Skip the LLC

Posted on January 06, 2009
“My startup will start out as an LLC and then change to a corporation when/if…” This quote, or similar derivation, is a common fact pattern I hear from new clients or general inquiries. I think most entrepreneurs are attracted to the LLC because they hear it is “simple” or “easily-managed” or “flexible...

Going All In

Posted on January 05, 2009
Many entrepreneurs struggle with the decision to work full time in their startup

Stay Ready in 2009

Posted on January 04, 2009
How startups can stay ready for 2009

The Startup Lawyer 2008 Recap

Posted on December 31, 2008
As the year is about to close, I wanted to wish all of you a Happy New Year. Here’s a list of the blog’s 2008 top 10 most viewed articles: 1. 7 Legal Documents for Your Tech Startup (10,243 pageviews) 2. How to Avoid Being Ripped Off When You Lease Office Space, Part [...

This Little Piggy Went to the Market

Posted on December 29, 2008
My mother hails from the Philippines. And over the years, I’ve had the chance to experience two different cultures during the holiday season. Like most of America, Filipinos enjoy a cooked ham at Christmas. Except, Filipino ham (aka “Lechon”) is presented in a different way than the traditional honeybaked & coated in [...

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