Law & Order: LegalConsiderations forFounding Teams  November 20, 2012  Nicole Moss  nmoss@campbellriggs.com
DisclaimerThe information presented herein and the surroundingdiscussion are provided for educational or informationalpurp...
Choice of Entity, Jurisdiction• See Matrix (Appx. A)• LLCs vs. Corporations  • Taxes  • Investors• Delaware, Texas and Eve...
Preservation of Equity• Equity Splits• Vesting & Right of Repurchase• Buy-Sell Provisions• Restrictions on Transfers
Equity Splits• Sale/Exchange for Value • Investment/Contributions of Capital • Contributions of IP, Property• Compensation
Equity Splits - Factors• Discourage Even Splits• Base on Value of Contribution• Voting Considerations• Avoid Deadlock
Vesting• Applies to All• Right of Repurchase• Cliff & Periodic Vesting• No Acceleration
Buy/Sell Provisions• Disability• Death• Divorce• Bankruptcy• Other Involuntary Transfer
Restrictions on Transfer• Company Consent• Right of First Refusal
Preserve Intellectual Property• Acquire ASAP• Work for Hire• Register ASAP• NDAs & Non-Competes
Q&A
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Legal Considerations for Founding Teams by Nicole Moss

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Nicole Moss is an attorney with the law firm of Campbell & Riggs, P.C., where she focuses on taking startup companies from inception to liquidity, as well as other corporate matters including mergers and acquisitions and private securities transactions. Previous experience includes: serving as General Counsel to a small investment fund in Houston; advising private equity and venture capital clients in fund formation and M&A activities as an attorney in the Boston office of Weil, Gotshal & Manges LLP; and serving as marketing and programs manager at the Massachusetts Institute of Technology Entrepreneurship Center. Prior to that, Nicole founded and ran BluePrint, a provider of non-core services to startups in and around Boston and also recruited founding team and advisory board members for startups at Cambridge Incubator. Nicole is a guest lecturer for the Wolff Center for Entrepreneurship at the University of Houston. She is licensed in Texas and Massachusetts.

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Legal Considerations for Founding Teams by Nicole Moss

  1. 1. Law & Order: LegalConsiderations forFounding Teams November 20, 2012 Nicole Moss nmoss@campbellriggs.com
  2. 2. DisclaimerThe information presented herein and the surroundingdiscussion are provided for educational or informationalpurposes only. The information presented herein is notnecessarily applicable to any particular situation herein ordiscussed in the course of this presentation. By providing thisinformation and engaging in discussion, no legal advice isprovided hereby and no attorney client relationship or privilegeis being established. Every business and every issue is uniqueand legal questions or issues should be directed to yourattorney.
  3. 3. Choice of Entity, Jurisdiction• See Matrix (Appx. A)• LLCs vs. Corporations • Taxes • Investors• Delaware, Texas and Everywhere Else
  4. 4. Preservation of Equity• Equity Splits• Vesting & Right of Repurchase• Buy-Sell Provisions• Restrictions on Transfers
  5. 5. Equity Splits• Sale/Exchange for Value • Investment/Contributions of Capital • Contributions of IP, Property• Compensation
  6. 6. Equity Splits - Factors• Discourage Even Splits• Base on Value of Contribution• Voting Considerations• Avoid Deadlock
  7. 7. Vesting• Applies to All• Right of Repurchase• Cliff & Periodic Vesting• No Acceleration
  8. 8. Buy/Sell Provisions• Disability• Death• Divorce• Bankruptcy• Other Involuntary Transfer
  9. 9. Restrictions on Transfer• Company Consent• Right of First Refusal
  10. 10. Preserve Intellectual Property• Acquire ASAP• Work for Hire• Register ASAP• NDAs & Non-Competes
  11. 11. Q&A

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