This post is a longer, more comprehensive version of the post I wrote a couple of weeks ago for VentureHacks, one of the best websites for startups, in which I recommended five New Year’s resolutions for entrepreneurs. Indeed, as I noted in that post, during my 15+ years as a corporate lawyer (including nearly eight years at two major law firms New York City), I have seen entrepreneurs make certain fundamental mistakes over and over again in connection with doing deals. So what better way to welcome in the new decade than to provide seven basic tips for entrepreneurs.
(Message to all of my female clients and readers: (i) the term “guys” includes “gals”; and (ii) in tip #6, you can decide what the term “balls” includes.)
Yesterday evening, Michael Arrington of TechCrunch posted an interesting piece entitled “TweetPhoto CEO Says Too Much In Interview, Gets Fired. And That’s Just The Beginning…” (which has been subsequently re-posted throughout the blogosphere). Unfortunately, Arrington has gotten his facts all wrong — at least according to Dan Caulfield, the CEO in question.
Arrington sets forth in his post that Caulfield “apparently said too much in [his podcast]interview [with Frank Peters], disclosing confidential information about partnerships [and] was fired by the company for the transgression.” In the comments section to the post, however, Caulfield denied that there was any connection between his firing and the interview. First, yesterday evening, he noted that: “I conducted this interview on [the] Morning of Nov 9th. It had nothing to do with me leaving the company”; and then, this morning, he added that: “I was terminated a week prior to anyone hearing the interview. Events not connected.” Caulfield also retweeted the TechCrunch link to the post yesterday evening with a “Totally false!” insertion. (more…)
Fred Wilson, a New York City-based VC, wrote an interesting post a few days ago entitled “Valuation and Option Pool,” in which he discusses the “contentious” issue of the inclusion of an option pool in the pre-money valuation of a start-up company. Based on the comments to such post and a google search of related posts, it occurred to me that there is a lot of misinformation on the Web with respect to stock options – particularly in connection with start-ups. Accordingly, the purpose of this post is (i) to clarify certain issues with respect to the issuance of stock options; and (ii) to provide ten tips for entrepreneurs who are contemplating issuing stock options in connection with their venture. (more…)
As I mentioned in a recent post, one of things that surprised me when I moved to Southern California from New York City in 2005 was the lack of sophistication of some of the players in the so-called “middle market.” Indeed, I was particularly surprised to see so many investment bankers and other intermediaries running around and raising capital for private companies without being registered as a “broker-dealer” with the Securities and Exchange Commission (the “SEC”). As I have previously discussed (see mistake #4 here ), this is a huge potential problem for the issuer, particularly in light of the recent changes to SEC Form D. Accordingly, I thought it would be helpful to entrepreneurs to provide them with a basic understanding of the new, revised Form D and related securities laws via a question-and-answer format. (more…)
I’ve been doing deals as a corporate attorney for over 15 years now, including nearly 8 years in the trenches at two big law firms in New York City. Accordingly, I thought it would be helpful for entrepreneurs if I briefly peel back the curtain of the big law firm and explain how these firms work (i.e., the good, the bad, the ugly) so that entrepreneurs can make an informed decision as to whether it makes sense to be working with a big law firm with respect to a particular corporate project. Obviously, some of this is a bit self-serving, but entrepreneurs need to understand that the assumption “the bigger, the better” — i.e., the bigger the law firm, the better the representation — is not necessarily the case. The video version of this post is set forth directly below.
Below are ten tips for entrepreneurs who are launching a start-up that will seek venture capital (“VC”) financing.
1. Protect Yourself from Personal Liability. The entrepreneur’s first step in connection with launching a start-up should be to form an organization that will protect against personal liability. As discussed below, a Delaware C-corporation is the structure that VC investors will generally require; however, if a financing is not imminent, it may be prudent for the entrepreneur to form an S-corporation or a limited liability company to obtain “pass-through” tax treatment (and then convert the entity to a C-corporation down the road, if necessary) to take advantage of the company’s initial losses, if applicable. The bottom line is that the entrepreneur should seek the advice of counsel in connection with the formation of any business organization, including the advice of tax counsel (e.g., shareholders in S-corporations — as opposed to C-corporations — are not eligible for the “qualified small business stock” capital gains tax break; and losses in C-corporations may be deductible up to $50,000/yr. or $100,000/yr. on a joint return with respect to “Section 1244 stock”). (more…)
Scott Edward Walker is the founder and CEO of the Firm. Scott has 16+ years of broad corporate and securities law experience, including nearly eight years at two prominent New York City law firms. Read more »
