Legal Work For Startups

CORPORATE Governance

Startups routinely engage board and management advisors to help build the company and offer them equity in return. At times, startups need to repurchase stock from departing founders. We can assist such stock grants and repurchases and prepare the necessary corporate resolutions and documents.

Examples of corporate governance legal work and documents include:

• Advisor Agreement
• Stock, Options and RSU Grants
• Board and Stockholder Consents
• Manager and Member Consents
• Stock Repurchase Programs
• Director and Officer Resignations
• Board Restructuring

Capital Raising & Financing

Startup companies need to take a distinctive path to raising funds. You need will guidance on planning, structuring, documenting, and executing seed financing rounds of capital raising from angel investors, friends, and family. We help founders by striking a balance between the need to raise seed capital quickly and cost-effectively and the need to avoid pitfalls that can lead to costly, intractable problems down the road.

We will help you develop a roadmap for financing, including a cost-of-capital analysis and valuation (through our preferred vendor). You will also need advice on picking the right financing instrument for debt or equity financing such as promissory and convertible notes, SAFE, preferred equity, warrants, and options. We can also guide you through the legal process of working with incubators, angel investors, and venture funds, both domestically and internationally. If you’re working with a broker, we can review any agreement or engagement letters to make sure your best interests are being met.

Issuance of any debt, equity or investment contract trigger US tax and federal and state securities laws (called “blue-sky laws”) and the necessity to find the right private placement exemptions.

Examples of private placements exemptions under US federal securities laws include:

• Regulation CF (Equity Crowdfunding)
• Regulation D (Section 4(a)(2), Rule 506(b) and 506(b))
• Regulation S (for foreign offerings)

At times, startups may be able to raise money from traditional and alternative lenders in the form of commercial loans (e.g. bridge loans). We can work with such lenders to help negotiate loan facilities, guarantees, letters of credit and related security interests and liens (including intellectual property liens and assignments).

Intellectual Property

Whether it’s a physical invention or digital innovation, your intellectual property deserves protection. We bring a multidisciplinary approach to developing your intellectual property development and protection strategy (e.g. trademark and patent registrations with USPTO). You will also need to consider the regulatory landscape around data protection and privacy and develop policies and compliance programs.

Examples of intellectual property legal work and documents include:

• Confidentiality and Nondisclosure Agreements
• Trademark Registration
• Patent Registration
• Copyright Registration
• Technology Assignment Agreement
• Assignment of Employee Inventions
• Data as IP and Data License Agreements
• International Trademark Protection
• Trademark License Agreements
• Trademark Searching and Clearance
• Domain Name Transfer Agreement
• Joint Development Agreement
• Patent Acquisition and License Agreements
• Children’s Online Privacy: COPPA Compliance
• Digital Millennium Copyright Act (DMCA)
• Open-Source Software Licenses
• Software as a Service (SaaS) Agreements
• US Privacy and Data Security
• Website Development Agreement
• Website Terms of Use

Commercial Transactions

We will work with you to identify your commercial model, stakeholders and commercial risk. We can also develop your “go-to-market” terms and other agreements and disclosers/disclaimers to mitigate commercial and regulatory risk. 

Examples of commercial legal work and documents include: 

• CAN-SPAM Act Compliance
• Consumer Protection Laws and Regulations 
• Manufacturing Supply Agreements
• Contract Manufacturing and Private Label
• Joint Ventures
• Mobile App Development and Distribution
• Distribution and Reseller Agreements
• Terms of Sale of Products
• Terms of Service
• Software License Agreements
• New Product Launches
• Mobile App Privacy
• Launching a New Product Checklist

Employment and Compensation

You will need to identify the key roles for your startup and develop a growth plan. You will need to allocate equity and other incentives to attract talent. With our experience in these matters, we can proactively work with you to define policies, agreements and incentives or advise on specific issues as individuals join or leave your organization.

Examples of employment legal work and documents include:

• Offer Letters, Employment Agreements, and Equity Compensation
• Employee Confidentiality and Proprietary Rights Agreement
• Employee Non-Compete Agreement
• Executive Employment Agreement 
• Independent Contractor/Consultant Agreement
• Commissioned Sales Representative Agreement
• I-9 Verification for Employees 
• Separation Agreements
• Equity Incentive Plans
• Determining Fair Market Value of Equity Awards Under Section 409A
• Profits Interest Plans
• Employee Handbooks

Company Policies

As startups grow, they may need to develop and implement various corporate governance, privacy, data protection and employment and human resources policies to comply with various federal, state and international laws. We can assist with developing such policies.

Examples of company policies include:

• Anti-Harassment Policy
• Anti-Retaliation Policy
• Code of Ethics/Conflict of Interest Policy
• Equal Employment Opportunity Policy
• Company Social Media Use Guidelines
• Information Security Policy
• Document Retention Policy
• Foreign Corrupt Practices Act Anti-Corruption Policy
• Website Copyright (DMCA) Policy
• Website Privacy Policy

Disputes

We can help you develop a plan to deal with disputes and to understand the costs associated with dispute resolution. We can also assist with negotiations and out-of-court settlement of disputes. In the event the disagreement goes to court, we can seamlessly enlist the resources of a large litigation team.

Examples of disputes include:

• Founders or stockholder disputes
• Investor disputes
• Commercial Disputes
• Employee Disputes
• Intellectual Property Disputes

Liquidity & Exit Events

A merger or acquisition of a startup can be a complex process that requires specific legal and M&A transactional experience.

We can assist at all stages of startup acquisition including:

• pre-contractual confidentiality agreements, term sheets, heads of terms, and letters of intent
• acquisition or sale structure (i.e. asset vs. stock purchase)
• legal due diligence and reporting
• drafting the definitive transaction documents such as asset purchase agreements, stock purchase agreement, financing documents, corporate resolutions and escrow account agreements.

Dissolution & Winding Up

Sometimes founders need to dissolve and windup a startup and start afresh. If you are in such a situation, you will need to consider how best to terminate your corporate existence and deal with investors and the remaining assets. We can assist you with this process and documents and help with your negotiations with investors.

Examples of dissolution legal work and documents include:

• Certificate of Dissolution
• Plan of Complete Liquidation and Dissolution
• Stockholder and Investor Approvals
• IRS and other notifications