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TOP 10 LEGAL PITFALLS FOR
START-UP COMPANIES
FRITZ BATTCHER, ESQ.
fbattcher@hollandhart.com
(775) 327-3033
TOPICS COVERED
Leaving Employer
Choice of Entity
Shareholder Agreements
Money Matters
Contracts
Personal Liability
IP
1. EXERCISE CAUTION WHEN LEAVING
FORMER EMPLOYER
Non-Disclosure
Non-Compete
Non-Solicitation
Don’t Take Former Company Materials
Carefully Review What You Sign
2. DOING BUSINESS THROUGH AN ENTITY
Choice of Entity
Corporation
• S or C Corp.
Limited Liability Company
Respecting the Entity
Company Bank Accounts
Executing Contracts in Company Name
Not Always “Friends”
Provisions of LLC Operating Agreement or
Shareholder Agreement
Management/voting
Transfer Restrictions
Triggering Events
Buy/Sell
3. FAILURE TO EXECUTE SHAREHOLDER
AGREEMENT
Raising Capital Very Hard
Double the Amount
3 to 6 Months Effort
Time Consuming
4. UNDERCAPITALIZATION
5. RAISING MONEY
Debt or Equity
Notes
• Convertibility
• Senior to equity
Equity
• Common Stock v. Preferred Stock
Securities Laws Will Apply
Registration requirements and exemptions
Anti-fraud rules
Both federal and state laws apply
Why you care/remedies
• Rescission
• Regulatory action
Broker/Dealer-Finders
5. RAISING MONEY
Select Your Investors Carefully
Fewer investors can be easier to manage
More sophisticated and/or experienced investors
may better understand your situation
Experienced investors can also provide non-
financial aid
5. RAISING MONEY
6. GOOD RECORD KEEPING
Initial Assignments of Property
Confidentiality and Assignment of Invention
Agreements
Consulting Agreements
Loans and other arrangements
Minutes and ownership records
7. PERSONAL LIABILITY ISSUES
Fiduciary Duties
To shareholders
To creditors
Securities Laws
Anti-fraud rules
Tax Laws
Withholdings on compensation
8. PROTECT INTELLECTUAL PROPERTY
Identify IP
Patents
Copyrights and Trademarks
Advantages
Barriers to entry
Higher valuations
Non-Disclosure and Assignment of Inventions
9. READ YOUR CONTRACTS
Don’t Be Surprised
It’s Your Business!
10.
K.I.S.S.

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NCET Tech | Fritz Battcher, 10 Common Business Mistakes | Feb 2017

  • 1. TOP 10 LEGAL PITFALLS FOR START-UP COMPANIES FRITZ BATTCHER, ESQ. fbattcher@hollandhart.com (775) 327-3033
  • 2. TOPICS COVERED Leaving Employer Choice of Entity Shareholder Agreements Money Matters Contracts Personal Liability IP
  • 3. 1. EXERCISE CAUTION WHEN LEAVING FORMER EMPLOYER Non-Disclosure Non-Compete Non-Solicitation Don’t Take Former Company Materials Carefully Review What You Sign
  • 4. 2. DOING BUSINESS THROUGH AN ENTITY Choice of Entity Corporation • S or C Corp. Limited Liability Company Respecting the Entity Company Bank Accounts Executing Contracts in Company Name
  • 5. Not Always “Friends” Provisions of LLC Operating Agreement or Shareholder Agreement Management/voting Transfer Restrictions Triggering Events Buy/Sell 3. FAILURE TO EXECUTE SHAREHOLDER AGREEMENT
  • 6. Raising Capital Very Hard Double the Amount 3 to 6 Months Effort Time Consuming 4. UNDERCAPITALIZATION
  • 7. 5. RAISING MONEY Debt or Equity Notes • Convertibility • Senior to equity Equity • Common Stock v. Preferred Stock
  • 8. Securities Laws Will Apply Registration requirements and exemptions Anti-fraud rules Both federal and state laws apply Why you care/remedies • Rescission • Regulatory action Broker/Dealer-Finders 5. RAISING MONEY
  • 9. Select Your Investors Carefully Fewer investors can be easier to manage More sophisticated and/or experienced investors may better understand your situation Experienced investors can also provide non- financial aid 5. RAISING MONEY
  • 10. 6. GOOD RECORD KEEPING Initial Assignments of Property Confidentiality and Assignment of Invention Agreements Consulting Agreements Loans and other arrangements Minutes and ownership records
  • 11. 7. PERSONAL LIABILITY ISSUES Fiduciary Duties To shareholders To creditors Securities Laws Anti-fraud rules Tax Laws Withholdings on compensation
  • 12. 8. PROTECT INTELLECTUAL PROPERTY Identify IP Patents Copyrights and Trademarks Advantages Barriers to entry Higher valuations Non-Disclosure and Assignment of Inventions
  • 13. 9. READ YOUR CONTRACTS Don’t Be Surprised It’s Your Business!