Posts Tagged ‘securities laws’
Wednesday, February 24th, 2010
Introduction
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.”
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 | View Comments
Wednesday, February 3rd, 2010
Introduction
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.
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, Scott
(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 | View Comments
Tuesday, January 12th, 2010
Introduction
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.”
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 | View Comments
Wednesday, December 2nd, 2009
Introduction
I am currently working with several smart, young entrepreneurs who are trying to raise capital from “angels” (i.e., wealthy individuals who invest in start-up companies). Indeed, since I moved to Los Angeles from New York City in 2005, I have been involved in a number of angel financings; and what’s interesting from my perspective as a corporate attorney is that the deals run the gamut from an angel handing a check to an entrepreneur and instructing him to “send the paperwork when it’s ready” — to an angel retaining a large, aggressive law firm and insisting on shares of preferred stock, with all the “bells and whistles.” Below are five tips for entrepreneurs to help them through the angel financing process. (This is part one of a two-part series; I will provide five additional tips in my next post.) (more…)
Tags: angel, angel financings, angels, business attorneys, convertible notes, corporate attorney, entrepreneurs, liquidation preference, personal liability, Regulation D, rescission offers, SEC, securities laws, tips for entrepreneurs
Posted in Angel Issues | View Comments
Tuesday, November 24th, 2009
In light of the Madoff affair and other significant external pressures, the Securities and Exchange Commission (the “SEC”) and State securities law commissions and departments are dramatically stepping-up enforcement of securities laws. Indeed, there is a heightened level of regulatory scrutiny that entrepreneurs need to be aware of as they struggle to raise capital during this difficult economic period. I have discussed the most common securities law violations in a relatively recent post: “Five Common Mistakes Entrepreneurs Make in Raising Capital”; and as I pointed out in “Mistake #1”, non-compliance with applicable securities laws could result in serious adverse consequences. (more…)
Tags: Google, Regulation D, rescission offer, rescission offers, SEC, securities, Securities Act, securities laws
Posted in Securities Law Issues | View Comments
Wednesday, November 11th, 2009
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…)
Tags: exercise price, key employees, option pool, options, restricted stock, Rule 701, securities laws, stock option plan, stock options, vesting
Posted in Entrepreneurship, Startup Issues | View Comments
Tuesday, September 15th, 2009
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…)
Tags: entrepreneurs, intellectual property, Rule 506, Rule 701, securities laws, startup, stock option, venture, venture capital, vesting
Posted in Entrepreneurship, Securities Law Issues, Startup Issues | View Comments
