Fundamentals Of Business Legal Issues Grand Valley
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The document provides an overview of a training session on fundamental business legal issues. It outlines topics to be covered including different types of business entities, starting a business, contracts, employment law, real estate, and insurance. The agenda includes introductions and covers business entities, starting a business, business and employment issues, leasing property, and other legal considerations important for business owners.
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· Pre-round issues
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· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
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· Common pitfalls when raising venture capital
· And much, much more
Come with your questions and get ready to get excited about venture capital financings!
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Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli's San Francisco office. He has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
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About the Speaker
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
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The speaker will highlight and discuss of a number of case stories which illustrate frequent missteps made by entrepreneurs and start ups.
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when and how to document your deal
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Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
1. Required corporate structure
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3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
7.30.20 How to Do a Venture Capital Financing
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley corporate attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Come with your questions and get ready to get excited about venture capital financings!
About the Speaker:
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli's San Francisco office. He has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
Jason regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. Jason regularly works in wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology. His clients are based locally, elsewhere in the U.S., and internationally.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
How to Prepare Your Startup for an M & A Exit
You've labored for years on your startup and now it's time for an exit. Lack of sufficient preparation will lower the valuation of the company and may even kill your deal. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will discuss how to properly prepare your startup for an M&A exit.
The program will cover the following:
Pre-M&A process
Parallel tracking additional capital raises
Overview of valuations and why you care
Liquidation waterfalls
Basic deal structures
Letters of Intent and Term Sheets
The diligence process
Negotiating the definitive agreements
The closing process
Post-closing issues
Common pitfalls and deal-killing mistakes
And much, much more!
11.24.20 how to Raise Seed Funding for Your Startup: Convertible Notes and ...
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
Come with your questions and get ready to be excited about seed financings!
.
About the Speaker
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the board room. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEs
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
How to Structure Venture Capital Term Sheets for a Win-Win Deal
T 4/13/21 How to Structure Venture Capital Term Sheets for a Win-Win Deal
7 PM to 8:30 PM Pacific Time (Online)
https://www.meetup.com/Silicon-Valley-Startup-Idea-to-IPO/events/276787604/
StartPad Countdown 9 - Corporate Structures, Common Problems
Craig Sherman from Wilson Sonsini discusses issues with incorporating.
How To Relocate An International Startup to Silicon Valley
You began your startup outside of the United States, and now you would like to relocate it to Silicon Valley. Every year many startups make the move without working through the complex legal issues. Failing to address those issues can kill your startup. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will provide a high-level overview of the common US legal issues surrounding the move. This program will provide information on the following key issues:
· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
How to Do a Venture Capital Financing
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Come with your questions and get ready to get excited about venture capital financings!
How to Do a Venture Capital Financing
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
8.11.20 Funding 101 for Tech Entrepreneurs
Veteran Silicon Valley attorney Roger Royse will discuss, compare and contrast the various options available to entrepreneurs when it comes to funding their startup.
The speaker will address some common questions when it comes to funding for startups, including:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisers help with the funding process?
and more!
Please come with your questions and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
Spyglass REIA Deck
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How to Form an Angel or Venture Fund: Legal, Business and Tax Strategies
While large amounts of pooled capital continue to be invested in startups, the legal, tax and regulatory environment continues to evolve. Many entrepreneurs and investors pool their capital into vehicles designed to invest in startups. Others form funds to manage investments by other passive investors.
Join us as we discuss the complex web of legal, tax and regulatory requirements for forming and operating a fund.
Two Silicon Valley attorneys will discuss the nuts and bolts of forming an angel or venture fund, including:
1) Types of investment funds designed to invest in startups
2) Typical investment fund terms
3) Various ways of structuring the distribution waterfall
3) Special tax rules applicable to fund managers (and some related tax issues on the investors side)
4) The federal and state registration requirements for fund managers;
Securities law issues for funds
5) Special considerations for foreign investors in funds
6) CFIUS considerations for funds with foreign investors
and more!
How Your Startup Can Raise Venture Capital in the COVID-19 Era
This presentation will cover some of the key topics that you will need think about as you prepare your startup for venture capital funding.
The speaker will address the following and provide context for the COVID-19 era:
1) Should you be raising money from venture capital investors yet, or does it make sense to seek more angel/friends and family financing to allow you to better succeed when you seek venture capital funding?
2) What kinds of marketing documents will you need?
3) Do you have a compelling team, including the right advisors?
4) Who are your targets?
5) Is your pitch and presentation ready for a prime time audience?
6) Can you effectively answer the questions you will face?
7) Is your company prepared for legal due diligence?
The speaker, veteran startup and corporate attorney Greg Chin of Duane Morris LLP, has seen hundreds of startups succeed and fail.
Greg will address these issues and more!
M&A Post-Closing Disputes : Commonly disputed financial statement accounts
Gain insights into which financial statement accounts often lead to post-closing disputes between the parties to mergers and acquisitions transactions in this thought-provoking Dash on-demand webcast, presented by Jen Larson and Brian Lappen of Deloitte Financial Advisory Services LLP - Learn more:
http://www.deloitte.com/view/en_US/us/Services/Financial-Advisory-Services/Litigation-Dispute-Financial-Advisory/7c8c01f0ed5fb110VgnVCM100000ba42f00aRCRD.htm
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Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
How to Position Your Startup for VC Funding
During this webinar, you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
Crowdfinance -101 (Series: Crypto, Crowdfunding & Other Crazy Concepts)
What is the “crowd” in Crowdfinance? What does the crowd thus buy and by what means and modes? And why should the crowd do this rather than put its money to work otherwise? What are the old (and continuing) modes for marketing and selling private securities? What is it like to purchase private securities from on-line portals? How are risks of fraud and mistake allocated there? Do on-line portals help get the rest of us in on unicorns in utero? How are equity securities purchased by the crowd turned into money? Is there a secondary market for private securities? Should ICOs be understood as crowdfinance by other means?
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfinance-101-2021/
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How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEs
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How to Structure Venture Capital Term Sheets for a Win-Win Deal
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StartPad Countdown 9 - Corporate Structures, Common Problems
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How To Relocate An International Startup to Silicon Valley
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How to Form an Angel or Venture Fund: Legal, Business and Tax Strategies
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How Your Startup Can Raise Venture Capital in the COVID-19 Era
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M&A Post-Closing Disputes : Commonly disputed financial statement accounts
M&A Post-Closing Disputes : Commonly disputed financial statement accounts
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Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
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Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
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Fundamentals Of Business Legal Issues Grand Valley
- 1. Entrepreneurial Series Fundamentals of Business Legal Issues
- 9. Legal Structure Options Regulation Start-up cost and registration Entity & Life Liability Taxation Sole Proprietor Least Regulated Low County Tied to Individual Unlimited Individual -Schedule “ C ” Partnership Limited Regulation Low County Tied to Partners Partners Liable Shared Schedule “ C ” Limited Liability Company Limited Regulation Relatively Inexpensive State As agreed to by Members Limited to Assets of company May choose to be taxed as partnership Corporation “ C ” corp “ S ” corp (IRS election) Most regulated Most Expensive State Perpetual Legal Entity No Individual Liability Double taxation
- 10. Form 1040 Schedule C Profit or Loss from Business
- 29. Small Business Resources Additional Local Resources
Editor's Notes
- Welcome to the Michigan Small Business & Technology Development Center’s Entrepreneurial Series!
- Welcome to the MI-SBTDC Entrepreneurial Series Instructor: “My name is:____; My background includes: Logistics (for example: We are going to dive into the key elements of … We’ll take a break at ____; restrooms are down the hall; can everyone hear me, etc.) Describe your business in these key areas: Company name, registered as Legal structure How and when it started Products/services Target customer Areas of expertise Owner’s experience and key abilities Expectations: As each student introduces him/herself, record on a side board what they hope to get out of this course.
- Notes to instructor:
- Notes
- Notes
- Notes
- Refer to handout?
- The MI-SBTDC web site provides more information on courses, counseling, and other services.
- Provide local sources and contact information. You may want to include the following: S.C.O.R.E. Women’s Business Centers Economic Development Offices Sponsors of workshop Suggest next steps.