Whether you’re a first-time entrepreneur or a seasoned executive, selling your company is an exciting time. You’ve worked hard to build your company into something with real value, and now you’re ready to capitalize on all that hard work with an exit. But the sale of your company can also be a nerve-wracking process given the high stakes involved.  To help you navigate the process and put you in the best position Read More

  In our prior blog, we discussed situations where it makes sense to use a standalone Non-Disclosure Agreement (or “NDA”), and also identified situations when NDAs are less common or not typically used. In this month’s blog we’ll discuss the specific provisions you should typically look out for and consider when reviewing an NDA.   Mutual vs Unilateral (One-Way) One of the first things to look out for is whether an Read More

  Non-Disclosure Agreements (often referred to as “NDAs”) are agreements in which one or both parties agree not to disclose confidential or proprietary information received from the other party.  Given the universal desire by most parties (whether big or small) to protect their confidential information, NDAs are probably one of the most common types of legal agreements that founders and operators encounter when Read More

The Corporate Transparency Act (CTA) is a new US law that came into effect on January 1, 2024, that requires most companies formed or registered in the US (with limited exceptions) to file certain reports, known as Beneficial Owner Information (BOI) reports, in order to comply with the CTA.   If you have already filed such a report, great! Note that while the CTA does not require annual filing, companies do need to Read More

When it comes to startups companies, especially private, venture-capital backed companies, grants of Incentive Stock Options (ISOs) or Non-Qualified Stock Options (NSOs), known colloquially as “options”, are considered the “coin of the realm” – they are often viewed as a path to overnight wealth, and in the startup community employees and consultants typically expect to receive option grants when hired. Obviously Read More

In the first part of this two-part blog post, we reviewed key matters that a companies should focus on when thinking about winding down a company. In this second part we continue to review wind-downs, including the key procedural steps involved. 11. Distribution Waterfall Once a company has a good handle on the remaining assets, what is owed to creditors, SAFE and Noteholders, and projected dissolution and wind down Read More

Maybe you’ve completed a sale of your company via an asset purchase and need to wind down your company’s legal entity post sale.  Or maybe you’re in the unfortunate position of having to shut down your company as you haven’t been able to raise additional funding for your startup. For various reasons, the wind down of a company is something that most founders don’t think about (or don’t want to think about). In this Read More

For typical venture-backed Delaware corporations, the founders and employees customarily receive equity in the company in the form of common stock, whereas outside investors typically receive equity in the form of preferred stock.  As implied by the name, holders of preferred stock have certain preferences and rights that the holders of common stock do not have.  While all of these rights may not be Read More

Whether at founding, prior to a financing, or as part of negotiating a financing term sheet with an outside investor, a common question founders have is around how to structure a start-up company’s Board of Directors, including the size of the Board and who should serve as a Director.   While there are no hard and fast rules or answers with respect to the structuring of the Board of a start-up company, there are some Read More

Founders and operators of any growing business inevitably need to review and negotiate contracts with various outside service providers and vendors. Most large and established vendors, such as AWS, Google or Salesforce, have standard boilerplate contracts that are NOT negotiable.  However, for many other vendors, especially those providing custom deliverables or services, it’s important to review and negotiate the Read More