All Posts: ‘Ask the Attorney’
Can I Raise Money for My Startup via Twitter?
by Scott Edward Walker on January 5th, 2011Introduction
I get this question all the time (in one form or another): “Hey Scott, can I raise money for my startup via Twitter?  I have a lot of followers, and I know some of them would be interested in investing.” As discussed below, the answer is no — unless the tweet is a direct message (a “DM”) to a follower with whom you have a substantive, pre-existing relationship.Â

(more…)

Tags: entrepreneur, general solicitation, offer, SEC, Securities Act, securities laws, startup, twitter
Posted in Ask the Attorney, Securities Law Issues | 2 Comments »
How Should a Startup Compensate its Attorneys?
by Scott Edward Walker on December 1st, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs). Below is a longer, more comprehensive version. Please shoot me any questions you have in the comments section – or feel free to call me directly at 415-979-9998. Many thanks, Scott

(more…)

Tags: attorneys, entrepreneurs, fees, M&A, silicon valley, startup, vc, venture
Posted in Ask the Attorney | No Comments »
How Do I Swim Safely in the VC’s Option Pool?
by Scott Edward Walker on September 15th, 2010Introduction
This post was originally part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs). Below is a longer, more comprehensive version. Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998. Many thanks, Scott
(more…)

Tags: attorney, co-founder, entrepreneurs, liquidation preferences, option pool, pre, pre-money, startup, stock options, term sheet, valuation, vc, VCs
Posted in Ask the Attorney, VC Issues | 2 Comments »
How Do I Value My Startup?
by Scott Edward Walker on September 1st, 2010Introduction
This post was originally part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs). Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998. Many thanks, Scott
(more…)

Tags: 10X, attorney, DCF, entrepreneur, John Doerr, liquidation preference, return, startup, valuation, vc, venture
Posted in Ask the Attorney, VC Issues | No Comments »
What Is a Liquidation Preference?
by Scott Edward Walker on August 25th, 2010Introduction
This post was originally part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs). Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998. Many thanks, Scott
(more…)

Tags: entrepreneur, liquidation preference, liquidation preferences, multiple, participating preferred, pre, pre-money valuation, preferred stock, startup, valuation, vc
Posted in Ask the Attorney, VC Issues | 2 Comments »
What Are the 5 Biggest Mistakes that Startups Make Regarding IP?
by Scott Edward Walker on August 18th, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs). Below is a longer, more comprehensive version.
(more…)

Tags: confidential, entrepreneurs, founder, intellectual property, invention, invention assignment agreement, IP, mark, offer letter, protection, startup, trade secret, trademark, USPTO
Posted in Ask the Attorney, Startup Issues | 4 Comments »
“Ask the Business Attorney”: What Are the Most Common Mistakes Startups Make Dealing with VC’s?
by Scott Edward Walker on July 28th, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat; below is a longer, more comprehensive version. Please feel free to call me directly if you have any questions (415-979-9998). Thanks, Scott
(more…)

Tags: attorney, business attorney, cold calls, entrepreneur, iquidation preference, M&, NDA, option pool, pre, start-up, startup, startups, valuation, vc, vc firm, venture
Posted in Ask the Attorney, VC Issues | 2 Comments »
“Ask the Business Attorney” – Will the New Financial Reform Bill Destroy Angel Investing?
by Scott Edward Walker on July 21st, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat. Below is a longer, more comprehensive version. Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998. Many thanks, Scott
(more…)

Tags: accredited, accredited investors, business attorney, Dodd, Form D, new worth, private placement, Regulation D, rescission, Rule 506, SEC, securities laws, startup
Posted in Angel Issues, Ask the Attorney | No Comments »
“Ask the Business Attorney” – 7 Negotiating Tips for Entrepreneurs
by Scott Edward Walker on July 14th, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat; below is a longer, more comprehensive version. Please feel free to call me directly if you have any questions (415-979-9998).  Thanks, Scott
(more…)

Tags: acquisition, business attorney, entrepreneurs, experienced lawyer, investment banker, law firm, lawyer, negotiating, negotiation, private equity, venture, venture capitalists
Posted in Ask the Attorney | 2 Comments »
“Ask the Business Attorney” – What Are the Biggest Legal Mistakes Startups Make Raising Capital?
by Scott Edward Walker on July 7th, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat; below is a longer, more comprehensive version. I know this stuff tends to be very technical (and perhaps boring), but it is nevertheless critical that entrepreneurs have a basic understanding of the securities laws.
(more…)

Tags: accredited investors, broker, business attorney, convertible notes, diligencing, finder, Form D, investors, preferred stock, SEC, securities laws, securities lawyer, startup, unregistered finder
Posted in Ask the Attorney, Securities Law Issues | 2 Comments »
“Ask the Business Attorney” – What’s Wrong with a Partnership?
by Scott Edward Walker on June 30th, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs); it is part 3 of 3 of my posts on choice of entity. Two weeks ago (in part 1), I discussed what’s wrong with an LLC. Last week (in part 2), I discussed what’s wrong with a sole proprietorship; and this week I’ll address what’s wrong with a partnership. Please shoot me any questions you may have in the comments section. Many thanks, Scott
(more…)

Tags: attorney, business attorney, co-founder, entrepreneurs, fiduciary, IP, LLC, partnership, personal liability, sole proprietorship
Posted in Ask the Attorney | No Comments »
“Ask the Business Attorney”: What’s Wrong with a Sole Proprietorship?
by Scott Edward Walker on June 23rd, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs); it is part 2 of 3 of my posts on choice of entity. Last week (in part 1), I discussed what’s wrong with an LLC. This week I address what’s wrong with a sole proprietorship; and next week I’ll address what’s wrong with a partnership. Please shoot me any questions you may have in the comments section. Many thanks, Scott
(more…)

Tags: business attorney, corporate lawyers, DBA, IP infringement, legal documents, LLC, partnership, personal liability, sole proprietorship, vc
Posted in Ask the Attorney, Startup Issues | No Comments »
“Ask the Business Attorney” – What’s Wrong with an LLC?
by Scott Edward Walker on June 16th, 2010Introduction
This post was originally part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). Below is a longer version. Please shoot me any questions you may have in the comments section. Many thanks, Scott
(more…)

Tags: attorney, blocker corporation, business attorney, C corporation, corporation, entrepreneurs, legalzoom, limited liability company, LLC, tax, VC funding
Posted in Ask the Attorney | 2 Comments »
“Ask the Business Attorney” – What Are the Biggest Legal Mistakes that Startups Make?
by Scott Edward Walker on June 9th, 2010Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). Below is a longer, more comprehensive version — with ten mistakes, instead of six.Â
(more…)

Tags: 83(b) election, accredited investors, business attorney, choice of entity, diligence, employment, entrepreneurs, equity, incorporation, IP, legalzoom, raising capital, securities, securities laws, splitting equity, stock options, vesting, vesting restrictions
Posted in Ask the Attorney | 10 Comments »
Ask the Business Attorney – What Is an Employee Stock Option?
by Scott Edward Walker on June 2nd, 2010Introduction
This post was originally part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). Below is a longer, more comprehensive version. Please shoot me any questions you may have in the comments section. Many thanks, Scott
(more…)

Tags: 409A, acceleration, business attorney, employees, option pool, restricted stock, securities laws, stock option, vesting, vesting schedules
Posted in Ask the Attorney, Startup Issues | No Comments »
Ask the Business Attorney: Non-Disclosure Agreements
by Scott Edward Walker on May 26th, 2010Introduction
This post is part of the “Ask the Attorney” series I am writing for VentureBeat (one of the most popular websites for entrepreneurs). Below is a longer, more-comprehensive version of the VentureBeat post.
(more…)

Tags: acquistion, attorney, business attorney, confidential, confidential information, confidentiality, confidentiality agreement, M&A, NDA, non-disclosure agreement, non-solicitation, recipient, termination
Posted in Ask the Attorney | No Comments »
“Ask the Attorney” – Selling a Venture
by Scott Edward Walker on May 12th, 2010IntroductionÂ
This post is part of my “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.” Below is a longer, more-comprehensive version of the VentureBeat post, which provides seven tips to entrepreneurs contemplating selling their venture.
(more…)

Tags: acquisition agreement, attorney, break-up fee, cap, cap on liability, corporate attorney, letter of intent, LOI, material terms, non-reliance provision, private equity, termination fee
Posted in Ask the Attorney, M&A Issues | No Comments »
“Ask the Attorney” – Acquiring a Company (Part II)
by Scott Edward Walker on May 5th, 2010Introduction
This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.” Below is a longer, more-comprehensive version than I posted on the VentureBeat site.
(more…)

Tags: Ask the Attorney, basket, deductible, earn-outs, earnouts, escrow, exclusivity agreement, hold-back, MAC, material adverse effect, representations, warranties
Posted in Ask the Attorney, M&A Issues | No Comments »
“Ask the Attorney” – Acquiring a Company (Part 1)
by Scott Edward Walker on April 28th, 2010Introduction
This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.” Â
I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, Scott
(more…)

Tags: acquiring a company, assets, distressed business, due diligence, equity, exclusivity agreement, fraudulent conveyance, investment bankers, letter of intent, LOI, no shop
Posted in Ask the Attorney, M&A Issues | No Comments »
“Ask the Attorney” – Series FF Stock
by Scott Edward Walker on April 21st, 2010Introduction
This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.” Below is a longer, more comprehensive version. Please give me your input in the comments section. Many thanks, Scott
(more…)

Tags: Class F stock, common stock, entrepreneurs, founders, Founders Fund, investors, preferred stock, Series FF stock, The Founder Institute
Posted in Ask the Attorney, Startup Issues | No Comments »
“Ask the Attorney” – Class F Stock
by Scott Edward Walker on April 7th, 2010Introduction
This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). Below is a longer, more comprehensive version. Many thanks, Scott
(more…)

Tags: Ask the Attorney, Class F stock, entrepreneurs, founders, Founders Fund, investors, Series FF stock, The Founder Institute, venture
Posted in Ask the Attorney | No Comments »
“Ask the Attorney” – Splitting Equity
by Scott Edward Walker on March 17th, 2010Introduction
This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.” Â
I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, Scott
(more…)

Tags: Ask the Attorney, attorney, entrepreneurs, equity, founders, split, venture, vesting
Posted in Ask the Attorney, Startup Issues | No Comments »
“Ask the Attorney” – Investment Bankers
by Scott Edward Walker on March 3rd, 2010Introduction
This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  Â
I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, Scott
(more…)

Tags: Ask the Attorney, bidders, entrepreneurs, investment banker, letter of intent, material terms, private equity, term sheet
Posted in Ask the Attorney, M&A Issues | No Comments »
“Ask the Attorney” – Beware of Finders
by Scott Edward Walker on February 24th, 2010Introduction
This post is part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  Â
I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, Scott
(more…)

Tags: broker-dealer, entrepreneurs, finders, raising money, registration, SEC, securities laws
Posted in Ask the Attorney, Securities Law Issues | No Comments »
“Ask the Attorney” – Types of Angel Financing
by Scott Edward Walker on February 17th, 2010Introduction
This post is part of a weekly series called “Ask the Attorney,” which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  Â
I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, Scott
(more…)

Tags: angel, angel financing, common stock, convertible notes, dilution, founders, preferred stock, Series A, valuation
Posted in Angel Issues, Ask the Attorney | No Comments »
“Ask the Attorney”: Single-Member LLCs
by Scott Edward Walker on February 10th, 2010Introduction
This post is part of a weekly series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  Â
I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, ScottÂ
(more…)

Tags: entrepreneurs, limited liability company, LLC, LLCs, personal liability, s corporation, single-member limited liability company, single-member LLC
Posted in Ask the Attorney, Startup Issues | No Comments »
“Ask the Attorney” – Formation Issues (Part II)
by Scott Edward Walker on February 3rd, 2010Introduction
This post is part of a new series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.” This post is a longer, more-comprehensive version of the VentureBeat post. Â
The goal here is two-fold: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, ScottÂ
(more…)

Tags: Ask the Attorney, drag-along, entrepreneurs, founder, founders, intellectual property, inventions assignment, IP, offer letter, private placement, securities laws, start-up, stock option
Posted in Ask the Attorney, Startup Issues | 4 Comments »
“Ask the Attorney” – Formation Issues (Part I)
by Scott Edward Walker on January 27th, 2010Introduction
This post is part of a new series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.” This post is a longer, more-comprehensive version of the VentureBeat post. Â
The goal here is two-fold: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, ScottÂ
(more…)

Tags: Ask the Attorney, Delaware, formation issues, founders, inventions assignment, personal liability, quasi-California corporation, s corporation, venture, vesting
Posted in Ask the Attorney, Startup Issues | 11 Comments »
“Ask the Attorney” – Securities Laws
by Scott Edward Walker on January 12th, 2010Introduction
This post is part of a new series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  Â
The goal here is two-fold: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese).
(more…)

Tags: accredited investors, entrepreneurs, Form D, private placement, Rule 501, Rule 506, SEC, Securities Act, securities laws, securities lawyer
Posted in Ask the Attorney, Securities Law Issues | 16 Comments »
“Ask the Attorney” – Founder Vesting
by Scott Edward Walker on January 6th, 2010Introduction
This post is part of a new series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  Â
The goal here is two-fold: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese).Â
(more…)

Tags: attorney, cliff, entrepreneurs, founders, investors, Series A, stock, VentureBeat, vesting, vesting schedule, without cause
Posted in Ask the Attorney, Startup Issues | No Comments »