Tenancy Agreement Myths Busted
by Ruby Claire of Agreements.org
A tenancy agreement is a contract which binds the landlord and tenant regarding the terms and conditions of rental space. It is a legal document which specifies the responsibilities of both the parties involved.
The tenancy agreement can also be oral. Most people are not aware of the legal requirements when they enter into a contract. The letting agents take advantage of this and hoodwink their clients, so that their business continues to grow. It is necessary to know what statements are true according to law and what statements are myths when you sign a tenancy agreement. Find out the six myths related to tenancy agreements in this infographic.
Handling IP Assets in an M&A Transaction
by Richard Hsu at One Page Blog
Back by popular demand, I have once again recruited my 13 year old daughter Maya to help me illustrate how to handle IP assets in a typical carveout M&A transaction.
Richard Hsu is a Silicon Valley Technology Lawyer who believes we are so overloaded with information that if you cannot be brutally pithy and honest, it won’t get read. Even though I spend most of my time negotiating complex licenses and wrestling with thorny technology issues, I want to use that experience to provide –hopefully– useful information which can be summarized on no more than ONE PAGE.
Why You Should Patent your Inventions
Feisal Mosleh
By Fas Mosleh on April 5, 2012 in his Blog – Feisal Mosleh New Ventures Partner at Juldee Innovation Ventures
Are you an entrepreneur in High tech? You may have a passion to launch a software startup or a new website or even a new kind of consumer electronic device like a video or camera phone.
Whatever your dream product, consider patenting any original, novel aspects by either filing a provisional or a full patent application at the US Patent Office. Why do this?
1) Using a Patent to Get Ahead in your Market
Life Science Collaboration Agreements
by Richard Hsu at One Page Blog
Inspired by the music from Steve Jobs 1984 introduction of the Macintosh, I have put together my nuts and bolts of a Life Sciences Collaboration Agreement.
Where can I download good templates for boilerplate legal agreements?
Ethan Stone
Question: Where can I download good templates for boilerplate legal agreements, such as NDAs, Board of Advisor agreements, employment agreements, and other typical things a startup would need?
Answer by Ethan Stone, Stone Business Law
Let me start with a couple of caveats (yes, I’ll give you some links at the bottom).
First, I’m not your lawyer and this answer doesn’t establish an lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site.
What are the advantages of convertible debt?
- Ethan Stone
Question: I’m looking to raise angel funding. What are the advantages of convertible debt? And should I do convertible debt over a typical seed round where I set a valuation and sell shares in my company?
Answer by Ethan Stone, Stone Business Law
First, a quick caveat: I’m not your lawyer and this answer doesn’t establish an lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site.
Now to the question: There are two main advantages of raising seed funding through convertible debt. Neither one is an unequivocal benefit, so I’ll give you the pluses and minuses.
King & Spalding’s 4th Annual PharmaU
by Richard Hsu at One Page Blog
With contributions from some of my colleagues at Pharma Ventures, Aquilo Partners and Linda Pullan, Ph.D., here is a short presentation I recently delivered at King & Spalding’s PharmaU on life science and collaboration agreements.
Deferred Compensation = Accelerated Dilution
Richard Komaiko
by Richard Komaiko, Cofounder of AttorneyFee
A few weeks ago I met a really promising seed stage team at a Hackers and Founders event. Out of sheer curiosity I asked them whether they had gone through all the legal formalities associated with starting a company. They said that they had just met with an attorney, and were planning on hiring him the next day. “How much did he quote you for the incorporation?” I asked. “He said it would be $2,500.”
What’s the best way to prepare in advance for a possible acquisition?
Charles Swan
Question: What should I do ahead of time so that my company is ready should an acquisition offer come through?
Answer by Charles Swan at The Virtual CFO
Preparation! G&A is often overlooked in favor of R&D and Sales and Marketing in developing companies. In order to be acquired, you will need to comply with basic corporate governance requirements (not all inclusive):
What are the top 5 things we should pay attention to when negotiating a term sheet with VCs?
Ethan Stone
Question: My startup is now going out for its first round of venture financing. What are the top 5 things we should pay attention to when negotiating a term sheet with VCs?
Answer by Ethan Stone, Stone Business Law
First, a quick caveat: I’m not your lawyer and this answer doesn’t establish an lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site.
Now to the question: I’m going to cheat a bit and combine some things that tend to appear as separate line items on a term sheet into general categories. But here’s my top five.
What are the advantages & disadvantages of incorporating in Delaware?
Naomi Kokubo
Question: What are the advantages and disadvantages of incorporating in Delaware? I hear it’s important for an IPO, but if we don’t plan on going public anytime soon, should I bother to incorporate in Delaware?
Answer by Naomi Kokubo, Editor of Founders Space
That’s a really good question. We did some research and we found an interesting article on the advantages and disadvantages of incorporating in Delaware.
My partner sold our company, but I did not get a dime!
Ethan Stone
Question: I formed an LLC with a partner a couple years ago, and it didn’t work out. I left him with a 70% stake and bowed out. I just heard that he licensed off the software for a pitance, then he joined the company that licensed it, getting a salary and a huge signing bonus. I didn’t get a dime from this transaction, even though I own 1/3 of the LLC. Is this legal?
Answer by Ethan Stone, Stone Business Law
When negotiating VC funding, what should I look out for regarding founders termination clauses?
Question: I understand that venture capitalists like to include a founders termination clauses in most of their deals. What should I look out for with these termination clauses? And what should I include to protect myself?
Ethan Stone
Answer by Ethan Stone, Stone Business Law
First, a quick but important clarification: I’m not your lawyer and this answer doesn’t establish a lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site. The information below is general in nature and should not be understood as a substitute for personal legal advice.
Can I close that company with the active judgment?
Question:
I am the registered owner of a defunct company that has a judgment against it. In the Commonwealth of Virginia, can I close that company with the active judgment?
Ethan Stone
Answer by Ethan Stone, Stone Business Law
First, a quick but important clarification: I’m not your lawyer and this answer doesn’t establish a lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site. The information below is general in nature and should not be understood as a substitute for personal legal advice.
What’s the best way to bring on a partner?
Ethan Stone
by Ethan Stone, Stone Business Law
First, a quick but important clarification: I’m not your lawyer and this answer doesn’t establish an lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site.
Second, a warning. I’m going to sketch out some of the key issues to consider. As you’ll see, however, this is not a simple question. The answers depend a lot on your specific situation and preferences. Moreover, getting this wrong can cause huge problems down the line. Mistakes in this area regularly destroy otherwise successful businesses. Accordingly, you should not try to do this yourself if at all possible. You need an experienced lawyer who can help you think through your particular issues and come up with a solution that it going to work for you.
Where can I find a stock plan & equity compensation documents?
Dan Walter
Dan Walter, CEO of Performensation
This video is a fun way to learn about stock option plans and equity compensation.
ADDITIONAL ANSWER:
Below is a link to the Equity Compensation Documents provided by Orrick. These are a good starting point, but we still highly recommend that you speak with your attorney and go over these documents together.
Go see Equity Compensation Docs
Stock Plan
Many companies use employee stock options to compensate, retain, and attract employees. The Stock Plan is the general governing document containing the standard terms and conditions of the options to be granted. This document represents the standard provisions for a Silicon Valley start-up company.
Do you have any templates for employment and consulting agreements?
Naomi Kokubo
by Naomi Kokubo, Editor of Founders Space
Below is a link to the Employment & Consultant Documents provided by Orrick. Keep in mind, these do not replace having a good attorney, but they do provide a good starting point.
Go see Employment & Consultant Docs
Employee Offer Letter
Can I use Facebook’s TOS & Privacy Policy for my website?
Antone Johnson
by Antone Johnson at Bottom Line Law Group
QUESTION:
I’m creating a social networking site. Is it legal for me to basically copy off Facebook’s terms of service and privacy policies and just amend them for particulars of my own site? Or can Facebook file some sort of complaint against me for that?
ANTONE’S ANSWER:
What’s the best way to protect my innovation from being duplicated?
Naomi Kokubo
by Naomi Kokubo editor of Founders Space
QUESTION:
Is there a way to secure the rights to an innovative plastic card processing program (alternative to cash) targeting a specific target market? So that large banks and financial institutions (other than the one we potentially partner with) cannot duplicate?
ANSWER:
The first thing you can do is file a provisional patent. This is fairly easy to do and will cover you for one year. Within that year you will need to file one or more full patents based on the provisional patent. This is probably your best protection.
How to Raise Cash Without Giving up Equity
Feisal Mosleh
by Feisal Mosleh of New Ventures Partner at Juldee Innovation Group
Here’s a novel way to raise cash without even giving up equity. The catch?
You must already have granted patents for your wunderkind statup or venture. if you do, read on….If you don’t, you might want to file some patents ASAP – in a a year or so they may be able to fund your company !
Get your startup or new venture inside a larger corporation going by getting a dose of juicy funding through your patents.
How does it work?
License Animation Project
Richard Hsu
by Richard Hsu at One Page Blog
Inspired by Caltech’s Mechanical Universe Project, I made a short video comparing the typical grant language of a software license, a biotech license and a patent license, all in about 60 seconds.
How do I deal with out-of-state and overseas partners?
by Geraldine Zaroukian, Managing Director of Zarig.com
QUESTION:
1. Should I do a partnership or LLC with my partner in Florida and give shares to my partner in Portugal? Or can I give them both ownership in the company?
2. Do I need to have a Florida State Business License along with a Kansas License too — especially if my Florida partner picks up some business?
ANSWER:
Startup Company Forms
Richard Hsu
by Richard Hsu at One Page Blog
My former Venture Law Group colleague and Harvard Law School graduate, Jeff Thomas, has been teaching entrepreneurship courses in various law and business programs. He formed his own company CrazyBrains LLC with the goal of helping entrepreneurs by open sourcing startup corporate forms. Here is his nicely put together one-pager.
Click here for downloadable PDF: Startup Company Forms
Click here to read more from Richard Hsu.
IP Ownership in Joint Development
Richard Hsu
by Richard Hsu at One Page Blog
After watching Sal Khan and the Khan Academy, it left me feeling envious of his abilities and talent, but also inspired to try and emulate his video concept. With the help of my 12 year old daughter Maya, I have made a video which explains IP ownership in a joint development agreement on 1 page in about 100 seconds:
What law firm do you recommend for a startup?
QUESTION:
One of our founders asked the question, “We’re starting our search for a law firm. Do you have anyone you’d recommend? We’re looking for someone with investor contacts in our industry and someone with whom we can defer payment.”
ANSWER:
Naomi Kokubo
by Naomi Kokubo cofounder of Founders Space
Most of the larger law firms in Silicon Valley have good investor contacts. Some are more proactive than others. The bottom line is that it’s really the individual lawyer within the firm that counts. You need to find someone you connect with, and someone who believes in you and your business and is willing to go the extra mile to see to it that you get funded.
Where can I find director and officer related documents, including indemnification agreements?
QUESTION:
Where can I find director and officer related documents, including indemnification agreements?
ANSWER:
Naomi Kokubo
by Naomi Kokubo editor of Founders Space
Below is a link to the Director and Officer Related Documents provided by Orrick. Keep in mind, these do not replace having a good attorney, but they do provide a good starting point.
Go see Director & Officer Related Docs
Indemnification Agreement
Indemnification agreements are often provided to a Company’s directors and officers to minimize potential personal liability for actions taken in their capacity as directors and officers.
Stockholder Approval of Indemnification Agreement
Can I Convert a C Corporation to an LLC?
Ethan Stone
by Ethan Stone, Stone Business Law
QUESTION:
I converted my startup from a California LLC to a C Corp. Our business had changed over the past year and I’d like to convert it back. Is this possible?
ANSWER:
First, a quick but important clarification: I’m not your lawyer and this answer doesn’t establish a lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site. The information below is general in nature and should not be understood as a substitute for personal legal advice.
How does an Indian citizen and resident form a company in the U.S.?
Ethan Stone
by Ethan Stone, Stone Business Law
QUESTION:
I am currently a citizen of India, and I live in in India. However, I’d like to incorporate my new startup in US. How do I go about this?
ANSWER:
First, a quick but important clarification: I’m not your lawyer and this answer doesn’t establish a lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site. The information below is general in nature and should not be understood as a substitute for personal legal advice.
Does anyone have a template for compensating new advisors?
QUESTION:
I´m looking for a tempate to formalize compensation for a Scientific Advisor for a project I´m working on — Harvard Med School Prof.
ANSWER:
Eric Ferraro
Is it legal for my company to pay its employees without giving a pay stub along with the check?
Ethan Stone
by Ethan Stone, Stone Business Law
First, a quick but important clarification: I’m not your lawyer and this answer doesn’t establish a lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site. The information below is general in nature and should not be understood as a substitute for personal legal advice.
The answer to this question depends on state law. In California, and many other states, the answer is no.
California Law requires an “itemized statement” including the following:
- gross wages earned
