Finance (Emerging Companies)

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• Experience with a wide range of financings and fundings for emerging companies and startups, identified with various amorphous general categories and with various characteristics (some partially overlapping to various degrees) depending on the context, such as: acquisition; angel investors; bank loans; bridge financing; bootstrapping; convertible debt; crowdfunding; buyout financing; early-stage seed; early-stage startup funding; expansion second-stage; first-stage; growth stage Series A-H; late-stage; mezzanine financing; startup accelerators; startup incubators; venture capital (VC).

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• Negotiation and drafting of domestic and international agreements, ancillary documents, contracts, correspondence, forms and templates related to emerging companies and startups practice, such as: 500 Startups keep it simple security (KISS) forms and templates (such as the convertible debt and convertible equity financing documents); accredited investor questionnaire; advisor agreements; articles of association; articles of incorporation; board consent; bylaws; certificate of incorporation; certificate of Secretary; co-branding agreements; co-marketing agreements; co-sale agreements; commercial agreement; confidentiality agreements; consulting agreements; convertible notes; convertible note term sheets; convertible promissory notes; corporate policies; Delaware public benefit corporation (PBC) agreements and documentation; director indemnification agreements; directors’ initial actions; distributor agreements; employee confidential information and inventions assignment agreements; employee offer letters; franchising agreements; investor qualification questionnaires; investors’ rights agreements; joint development agreements; joint escrow agreements; joint venture agreements; licensing agreements; National Venture Capital Association (NVCA) model financing documents and templates; non-disclosure agreements (both mutual and one-way); non-interference agreements; non-solicitation agreements; operating agreements; outsourcing agreements; preferred stock purchase agreements; procurement agreements; real estate agreements; restricted stock purchase agreements; right of first refusal agreements; Section 83(b) elections; separate stock assignments; shareholders agreements; side letters; simple agreement for future equity (SAFE); software as a service (SaaS); sole incorporator requirements; sourcing agreements; strategic alliances; supply chain agreements; teaming agreements; technology assignment agreements; voting agreements; website end-user license agreements (EULA); website privacy policies; website terms of use; Y Combinator forms and templates (such as: SAFE – Discount, No Valuation Cap; SAFE – MFN, no Discount, no Valuation Cap; SAFE – Valuation Cap, no Discount).

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• Typical post-incorporation emerging companies and startups tasks, such as: applying for an employer identification number (EIN); blockchain networking; cryptocurrencies; debt financings; divestitures, mergers and acquisitions (M&A); domestic and international governmental audits and hearings, investigations and litigations (such as antitrust, commercial, M&A, shareholder); employee benefits; equity financings; establishing a virtual data room (VDR) (complete with the company’s formation and operating legal documentation and stock issuances for potential investors to review); engaging subject matter experts (SMEs) – accountants, lawyers, lobbyists, security professionals, and the like – as may be required; establishing bank accounts; establishing lines of credit; executive compensation; filing Section 83(b) elections; filing all required Federal, state and local registrations; follow-on offerings; intellectual property (IP) portfolio maintenance; issuing founders stock; labor issues; maintaining a capitalization table; procuring applicable insurance (including but not limited to: auto liability; business interruption; computer fraud; content liability; cyber business interruption; cyber extortion and ransomware; cyber liability; cyber terrorism; data breach; data destruction data loss; data risk; data tort risk; defamation; denial of service; digital cash; e-theft; employer’s liability; errors & omissions – E&O; excess; fiber optics; fuel-cell technology liability; funds transfer loss; general commercial liability; high-tech equipment liability; intellectual property liability; IT Professional Errors & Omissions; key person; media liability; officers’ and directors’ liability; payment card expenses and penalties; privacy and security liability; reach response and crisis management; regulatory defense; regulatory investigation; software theft; systems damage; travel accident; umbrella; virus transmission liability); risk management; risk mitigation; sales force support and training; Securities and Exchange Commission (SEC) issues; spin-offs.

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