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@arielkirkwood
Created April 23, 2012 02:02
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Startup Legal 101 Notes

Startup Legal 101

If you're building a million-dollar business, what's a few hundred bucks? (on finding early legal assistance)

LLCs can convert to C corporations pretty easily, but not the other way around.


Protecting Intellectual Property

Locking up IP is important early on

Non-solicitation/non-compete agreements signed among founders and by employees

Lawyers usually can make these documents really easily


Hiring & Wages

  • Make sure you pay people you're hiring. No exceptions.
  • Withholding requirements
  • Use of consulting does not obviate issue

Twitter knocked $100k off the price of a company they bought because the company hadn't paid their founders, and they believed that they might be liable for penalties post-purchase.


Structuring Ownership Interests

Three key questions:

  1. How to allocate and issue interests among initial stakeholders?
  2. How to protect against stakeholders that later leave the enterprise?
  3. To what extent can founders protect themselves against later investment?

On percentages:

  • No hard & fast rules
  • Map ownership to contribution. Person running the show should have the biggest stake. It doesn't make sense otherwise, right?
  • Other constituents include universities & principal investigators (in research)

Question: "At what stage should a founder start thinking about all this alongside putting in work developing their product?"

Answer: "Let the lawyers handle it, focus on your product."

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