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Early- and Growth-Stage Companies in Distress: What Directors Need to Know about their Fiduciary Duties
In this article we provide practical guidance for directors of Delaware corporations in these moments of distress, including an overview of how fiduciary duties change as a company approaches or enters insolvency. Our advice is targeted to early- and growth-stage companies, but the principles here will apply to all Delaware corporations, regardless of size.
Acing Your First Start-up Board Meeting: Board Deck Tips
You’ve worked day and night getting your start-up off the ground and have been fortunate enough to attract investors who have funded your start-up, who now have a seat on your board of directors. Now comes a big milestone: your first board meeting with investor directors. You want to impress them and reinforce their decision to make an investment in your start-up. But how do you pull together a deck that wows without overwhelming them? The key is crafting a clear narrative that quickly gets to the point. In this article, we’ll walk through best practices for creating a compelling board deck — from outlines to visuals — so you can ace that presentation with confidence. With the right preparation, your first board meeting will be a success.
Maryland Enacts Sweeping Privacy Reform
Members Gregg Benson, Daniel DeWolf, and Associate David Salamon co-authored an article in ALI CLE’s The Practical Lawyer discussing the tax implications and strategies for converting a start-up organized as an LLC into a corporation. Their article specifically dives in on the potential benefits of the Qualified Small Business Stock (QSBS) rules under Section 1202 of the Internal Revenue Code.
Essential Annual Actions for Start-up Boards
As a founder of a start-up, you have your hands full, and the end of your start-up’s fiscal year can sneak up on you. But, as the year-end approaches, you should be mindful of a few key actions your start-up board will want to consider on an annual basis. In this article, we’ll walk through the most common annual actions to be approved by start-up boards at their meetings held around the end of the fiscal year: the budget, compensation, including bonuses and equity awards, and other administrative action (including, the appointment of auditors and ratification of officers). Keeping your board engaged on these crucial items yearly will allow the board to see that you are capable of leading all aspects of the business, including in the area of corporate governance, and will ensure you receive valuable guidance and feedback from your directors.
Do You Have The Rights? How to Maintain Investor Confidence When Using Third-Party Intellectual Property
Imagine the following scenario: You, as the founder of a business, have spent the past three years building your company. You have been bootstrapping until now, but the company is at a crossroads and in order to grow the company to its full potential, you have decided to turn to venture capital to attract additional funding. Because yours is a younger company, and therefore a riskier investment, your potential investors have decided to conduct thorough due diligence to allay some of their concerns. You suddenly think about the third parties whose intellectual property your company uses in its regular operation – you paid for access to that intellectual property so you are free to use it however and whenever you want, right?
Six Common Contract Traps: A Field Guide
Here, I present a basic field guide to help you spot and navigate six of the most common and most impactful traps you may encounter out there in the wild, in no particular order.
From New York to Delaware: The Process of Redomesticating a New York Corporation
By Ashna Pai
It is a common story we have heard from many emerging company clients: a young New York-based entrepreneur wants to start a company. The entrepreneur decides to incorporate his or her company in New York, believing New York to be the most obvious and best logistical choice because New York is where they are based, where the operations of the company, including its employees, offices etc. are to be based, and, not to mention, because of the many opportunities, diverse talent and creativity that has always attracted start-up companies to New York. Fast forward a couple of years, the company is starting to take off and has caught the eye of several institutional investors who are willing to invest in the company’s growth, however, before investing they are requiring the company to be incorporated in Delaware. Why? As many entrepreneurs will soon learn, Delaware is considered to be the “gold standard” among many for a corporation’s domicile. It is known to be business and management friendly, there is an extensive body of corporate cases for companies to refer to, it follows the “business judgement rule” regarding decisions of directors, and generally, the laws tend to be flexible and favorable for founders and their investors.
Founder Liquidity: Key Considerations in Secondary Sales
By Soobin Kim
As a founder starts and grows a company, the founder may consider selling her shares in the company prior to an exit via a sale of the company or an initial public offering. Such sale, typically called a secondary sale, helps a founder meet needs for necessary expenditures or reduce her risk tied to the company. In the past, the founder’s sale of her shares was viewed as signaling lack of confidence and misaligning the founder’s interests, and therefore, investors often blocked the founder’s sale of her equity.
How to Write Gender-Neutral Contracts
“Men” is not synonymous to “person”, nor does “he” mean “she.” It is important for contractual language to be not only precise but also accurate. Many agreements govern multiple individuals, some of whose gender is unclear or variable.
MintzEdge Entrepreneur Perspective: “Solstice And The Power Of Community Solar”
In this episode of MintzEdge’s From the Edge podcast, corporate attorney Ben Stone speaks with Steph Speirs and Sandhya Murali, co-founders of Solstice, about their journey starting and scaling a dynamic start-up that aims to make solar energy accessible for everyone in the United States. Among other things, they discuss how Solstice is disrupting the community solar space through technology, advocacy, and innovative partnerships; the challenges and opportunities of Solstice’s social enterprise approach; their experiences as female founders and leaders; lessons they’ve learned about entrepreneurship; and the importance of guiding values.
MintzEdge Entrepreneur Perspective: Building A Strong IM Business – D. Pfister (AlphaCore Capital)
In this podcast, Dick Pfister, the founder of investment management firm AlphaCore Capital and one of the founders of Altegris Investments, explains how he built successful investment management businesses.
The Impact Terms Project: Defining the Standard for Impact
By Verna Krishnamurthy
The Impact Terms Project (“ITP”) was launched as a platform intended to provide guidance on best practices to entrepreneurs, investors and other stakeholders in the rapidly-evolving social enterprise space
The California Consumer Privacy Act (CCPA): What Startups Should Know
By Brian Lam
Privacy and data security is a serious concern for many startups. They understand that end users, consumers, partners, and investors are now concerned like never before about how data is collected, used, stored and transferred. A bad data event quickly turns into a bad news story, can turn off users, discourage investors, and bring regulatory scrutiny and enforcement.
Is Your Commercial Co-Venture in Compliance in all 50 States?
Commercial co-venture arrangements are a great way to blend philanthropy and commercial activities, but the parties in such an arrangement need to be mindful of the rules in each of the 50 states that govern commercial co-venture arrangements. If a person or for-profit company joins forces with a charitable organization to benefit the charitable organization, usually via donations, the parties have entered into a commercial co-venture arrangement for a charitable sales promotion.
CAUTION: Director Veto Rights in Financing Documents May Constitute “Disproportionate Voting”
By Lewis Geffen
Section 141(d) of the Delaware General Corporations Law (DGCL) allows the certificate of incorporation (COI) of a Delaware corporation to confer upon one or more directors voting powers greater than or less than those of other directors, thus resulting in “disproportionate voting” rights amongst the Directors.
Founder’s Stock – a Legal Fiction
By Michael Bill
In common usage, a founder is an individual who creates or helps create a company, but in legal terms, there is no such thing as a “founder” or “founder’s stock,” only early participants in a company’s organization and ownership of its initial equity capital. Why is this so? Because, for all practical purposes (from a startup’s point of view), there are two types of stock – common stock and preferred stock – and “founders” are just the initial holders of the company’s common stock, usually before any financing, in-licensing, or contribution of assets.
MintzEdge Entrepreneur Perspective: Building for Success - John Sarkisian (Motion Ventures)
John Sarkisian, founder of sports and lifestyle venture capital fund Motion Ventures, explains how he built and funded numerous companies in the real estate, restaurant, sports and technology industries and guides entrepreneurs on how to raise money and get successful exits in each of these varied industries.
MintzEdge 101: Running a Growing and Evolving Company - Patrick Henry (QuestFusion)
Jeremy Glaser, Co-chair of the Mintz Emerging Companies and Venture Capital Practice, discusses key lessons for entrepreneurs running growing with companies with Patrick Henry, the CEO and Founder of QuestFusion.
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