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    Startups

 

  • Negotiating and drafting corporate documents required for the inception and continuing operations of a startup, such as for example: accredited investor questionnaire; action by sole incorporator; advisor agreement; advisor option grant agreement; angel investor agreement; bylaws; certificate of incorporation; certification by the secretary (confirming adoption of the bylaws and indemnification agreements for each named director); common stock purchase agreement (including stock certificate); confidential information and inventions agreement; consulting agreement; corporation charter; directors and executive officers questionnaire; employee confidential information and inventions assignment agreement; employee offer letter; founder shareholder agreement; independent contractor agreement; initial action by the directors (unanimous written consent); investors’ rights agreement; joint escrow instructions; legal opinion; management rights letter; merger & acquisition (M&A) definitive agreement; M&A term sheet; mutual non-disclosure agreement (MNDA); non-compete agreement (NCA); non-disclosure agreement (NDA); non-interference agreement (NIA); non-solicitation agreement (NSA); preferred stock purchase agreement; public offering 5% holders questionnaire; restricted stock purchase agreement; right of first refusal and co-sale agreement; stock assignment agreement; stock purchase agreement; stock vesting agreement – which will include a Internal Revenue Code (IRC) Section 83(b) election form; technology assignment agreement; term sheet; voting agreement.

 

  • Negotiating and drafting corporate documents required for startup financing transactions, such as for example: amended and restated certificate of incorporation; angel investors; asset sale; board consent; bridge financing agreement; convertible promissory note; direct public offering (DPO – a/k/a direct listing); down round financing; equity crowdfunding; flat round financing; initial public offering (IPO); investor suitability questionnaire; keep it simple security (KISS) agreement; liquidity round (private company stock secondary sales); simple agreement for future equity (SAFE); special purpose acquisition company (SPAC); stock sale; up round financing; valuation cap; venture capital agreement; venture capital due diligence checklist; venture debt term sheet; warrants.

 

  • Negotiating and drafting corporate policies required for managing a startup, such as policies regarding for example: business continuity; code of conduct; code of ethics; COVID; corporate social responsibility (CSR); discrimination; diversity, equity and inclusion (DEI); enterprise risk management (ERM); environmental social governance (ESG); governance, risk and compliance (GRC); harassment; integrated risk management (IRM); offboarding; onboarding; operational risk management (ORM); strategic risk management (SRM); vulnerability risk management (VRM).

 

  • Consultation regarding pre-startup considerations, such as for example: B corporation certification; cap table organization; certificate of incorporation number of authorized shares; charitable organizations; choice of business entity (such as B corporation, benefit corporation, C corporation, general partnership, limited liability company, limited partnership, public benefit corporation, S corporation, and the like); double-trigger or single-trigger vesting acceleration; early exercisable stock options; financial planning; founder equity protections; franchise taxes; governmental audits; governmental programs for emerging companies; IRC Section 409A valuations as opposed to venture capital valuations; IRC Section 83(b) election; offer letters; opportunity zone location; option grants (whether fully-diluted or issued and outstanding); post-incorporation next steps; public benefit corporations; qualified small business stock; restrictive covenants; stock allocations to founders and key personnel; super voting stock.

 

  • Consultation regarding post-startup considerations, such as for example: acquisitions; board meetings; board minutes; contract manufacturers; corporate record-keeping; data privacy; data security; director and executive offboarding and onboarding; distribution; divestitures; incentive stock options (ISOs) and Internal revenue Service (IRS) Form 3921; intellectual property (IP) protections (for copyrights, databases, designs, inventions, licenses, patents, proprietary content, trade secrets, trademarks, and the like); mergers; non-qualified stock options (NSOs); online presence; outsourcing; option pool shares; patent continuation applications; provisional patent applications; social media; software platforms; sourcing; supply chain; types of insurance.

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  • Legal structure options (sole proprietorship, partnership, LLC, S-corporation, C-corporation, Delaware C-corporation).

 

  • Filing documentation (Articles of Incorporation; Certificate of Formation; Charter; dba – doing business as – certificate; obtaining Employer Identification Number – EIN; designation of registered agent).

 

  • Stock (stock distribution plan, options and par valuations – such as common to founders, preferred to investors; vesting schedule; IRC 83(b) election; anti-dilution protections – structural, preemptive, price-based; incentive stock options (ISOs); non-qualified stock options (NSOs); issuance of certificates; IRC Section 409A compliance).

 

  • General due diligence (verification of no prior conflicts; review of business plan, bank account documentation, related leases and real estate documents, any required federal or state permits or licenses).

 

  • Financing (review of options – angel investors; accredited investors; bootstrapping; venture capital; crowdfunding – rewards-based, equity-based; commercial loan; founders’ direct contribution, loan, convertible debt, convertible equity; sale of common stock, convertible debt, convertible equity or preferred stock to investors; liquidation).

 

  • Familiarity with financing agreement templates – Y Combinator SAFE (Simple Agreement for Future Equity), Series AA; 500 Startups KISS (Keep It Simple Security); TechStars; Series Seed; National Venture Capital Association (NVCA).

 

  • HR (drafting employment documents – employee handbook, agreements – co-founder, executive, confidentiality, non-disclosure (NDA), non-compete, intervention assignment; staffing agencies; vesting).

 

  • Insurance (facilitating insurance policies – general liability, auto liability, excess, umbrella, workers’ compensation, directors and officers, errors and omissions, general business, business interruption).

 

  • Risk management (compliance – reporting procedures, record-keeping, succession planning; management of subject matter experts (SMEs) and consultants; exit plan).

 

  • Corporate governance (corporate policies; data and privacy usage; records management and retention; appointment of Directors; Directors’ consent; stockholders’ consent; authorizing documentation).

 

  • Intellectual Property (IP) issues (verification of actual IP ownership; IP transfer and assignment; patent, trademark, trade secret and copyright ownership and creation; domain name registration; review of print and internet marketing and sales materials; reputation management.)

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    Last updated 221210_2301

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