This document discusses legal and business considerations for start-up companies. It provides an overview of the start-up and funding process, which includes identifying market opportunities, assessing business feasibility, and engaging advisors to form and finance the company. Initial business considerations include defining the market opportunity and competitive advantages. Initial legal considerations involve choosing an entity structure, protecting intellectual property, executing founder and shareholder agreements, and considering funding options. The document emphasizes that consulting an experienced attorney early in the process is important due to the complex legal framework.

1. E-Factor
Supporting Start-Ups from Ground Up
An Overview of Business and Legal Considerations

2. Beth A. Di Santo, Esq. About the Speaker & Di Santo LLP
Managing Partner, Di Santo LLP
Beth is a corporate and real estate attorney
specializing in securities offerings, securities law
compliance and corporate governance, mergers and
acquisitions, venture capital financing and real
estate transactions. Beth routinely represents
start-up companies, angel investors and venture
capital firms in structuring and negotiating venture
capital and private equity investments.
Beth is the Founding Partner of Di Santo LLP, a full
service law firm with offices in New York and Miami.
The Firm specializes in all aspects of corporate and
securities law, emerging companies and venture
capital, commercial litigation and regulatory
investigations, entertainment and new media
Di Santo LLP matters, intellectual property, and real estate
1000 Brickell Avenue, Suite 920 transactions and finance. The firm has structured
Miami, Florida 33131 and negotiated a wide range of transactions from
P: +1 (305) 587-2701 multi-million dollar securities offerings and private
E: bdisanto@disantolaw.com
placements to complex mergers and acquisitions.
Di Santo LLP: Supporting Start-Ups From the Ground Up 2

3. Start-Up & Funding Process
Identify Market Assess Feasibility
Engage Advisors:
Opportunity & of Business
Competitive Model & Financial Form & Finance
Advantages Projections Company
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4. Initial Business Considerations
1. Market Opportunity: Define the market opportunity for your company.
2. Competitive Advantages: Identify competitive advantages that
distinguish your product or service.
3. Valuation: Create a workable revenue model and supportable financial
projections.
 Pre-Money vs. Post-Money
4. Management Team: Select management team candidates and board of
advisors, preferably with experience in start-ups in your industry.
5. Funding: Project funding needs for 12-18 month period.
6. Objective: Define the exit strategy for the company and investors.
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5. Initial Legal Considerations
1. Choice of Entity: Determine which type of entity is appropriate
 Corporation, S-Corporation, Limited Liability Company
2. IP Protection: File patents, trademarks and/or copyrights
3. Founders’ and Shareholders’ Agreements: Execute agreements amongst
founders and initial shareholders with vesting requirements
4. Funding Options: Consider all funding options for working capital needs
 Convertible Note, Series A Preferred Stock, Common Stock
5. Operational Agreements: Execute protective agreements needed to operate
your business.
6. Employees vs. Independent Contractors: Hot button issue to avoid
Di Santo LLP: Supporting Start-Ups From Ground Up

6. Conclusions
A variety of legal and business considerations
need to be taken into account when structuring,
forming and financing a start-up company.
The legal, tax and regulatory framework to be
considered is complex and can have far-reaching
impacts on your ability to execute your business
plan.
Consult an attorney and other professional
advisors with experience early in the process.
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7. More Information
Beth A. Di Santo, Esq.
Managing Partner, Di Santo LLP
Email: bdisanto@disantolaw.com
Phone:
+1 212.766.2466 (New York)
+1 305.587.2701 (Miami)
Fax: +1 866.428.3369
Di Santo LLP: Supporting Start-Ups From the Ground Up 7

8. Legal Disclaimers
• For Information Only: The information in this
presentation is for informational purpose only
and shall not be considered legal advice. The
purpose of this presentation is to provide a brief
overview and not a comprehensive assessment
of the spectrum of legal and business issues
involved in forming and financing a start-up.
• Attorney-Client Relationship: No attorney-client
relationship is established by virtue of this
presentation or question & answer session.
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