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January 10, 2014

Majda Barazzutti
© 2014 Valla & Associates, Inc., P.C.
www.vallalaw.com

1
What issues would an Italian
entrepreneur who wants to do a startup in the US
have to deal with?

© 2014 Valla & Associate...
U.S. vs. Italian Process






Informal
Private
No statutory auditors
No minimum capital requirements
No legal impedi...
Choice of Entity






Corporations
LLC’s
All the rest (LP, LLP, branches)
Where to incorporate?
Cost: Be aware of Vo...
Management






Board of Directors
Officers:
 President
 Treasurer
 Secretary
An all-Italian management?
D&O

© 20...
The Golden Rules
• Prepare, prepare, prepare…

• Employment issues: Employment “at will” , but…
• Follow the rules
• Immig...
Financing is a Staged Process






Common Stock
 Bootstrapping
 Friends and Family
 Angels: Equity, Warrants, Conv...
Alternatives: Strategic Investors


Stage of Product Development: Scalability



Aims Differ



Not Interested in Helpi...
Venture Capital
Identify the Right VC
 Due Diligence
 The Risk of “Finders”


© 2014 Valla & Associates, Inc., P.C.
www...
A Typical Term Sheet


Valuation/Number of Shares/Price



Liquidation Preference



Redemption



Conversion



Anti...




(Almost) anything can be negotiated
Make sure you understand what you’re signing
Find expert advice

© 2014 Valla &...
Thank you!
In bocca al lupo!
Valla & Associates, Inc., P.C.
1990 N. California Blvd., Suite 1060
Walnut Creek, CA 94596
US...
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Start-Up in the US: Issues for foreign companies

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What issues would an Italian and other foreign entrepreneur who wants to do a start-up in the US have to deal with? A legal perspective. Legal entity, management, financing, investors, venture capital, term sheet.

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Start-Up in the US: Issues for foreign companies

  1. 1. January 10, 2014 Majda Barazzutti © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 1
  2. 2. What issues would an Italian entrepreneur who wants to do a startup in the US have to deal with? © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 2
  3. 3. U.S. vs. Italian Process      Informal Private No statutory auditors No minimum capital requirements No legal impediments to ongoing losses © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 3
  4. 4. Choice of Entity      Corporations LLC’s All the rest (LP, LLP, branches) Where to incorporate? Cost: Be aware of Voucher Program © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 4
  5. 5. Management     Board of Directors Officers:  President  Treasurer  Secretary An all-Italian management? D&O © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 5
  6. 6. The Golden Rules • Prepare, prepare, prepare… • Employment issues: Employment “at will” , but… • Follow the rules • Immigration: Take it seriously • Pay your taxes • Time IS money 2009 Valla & Associates, Inc., P.C.
  7. 7. Financing is a Staged Process     Common Stock  Bootstrapping  Friends and Family  Angels: Equity, Warrants, Convertible Notes “Series Seed” Series A Preferred (B, C, etc.) Liquidity Event © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 7
  8. 8. Alternatives: Strategic Investors  Stage of Product Development: Scalability  Aims Differ  Not Interested in Helping the Company Grow  Conflict of Interest: greater returns from commercial rights than growth  Expertise  Could affect future VC financings © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 8
  9. 9. Venture Capital Identify the Right VC  Due Diligence  The Risk of “Finders”  © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 9
  10. 10. A Typical Term Sheet  Valuation/Number of Shares/Price  Liquidation Preference  Redemption  Conversion  Antidilution  Voting Rights  Protective Provisions  Vesting of founders' stock © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 10
  11. 11.    (Almost) anything can be negotiated Make sure you understand what you’re signing Find expert advice © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 11
  12. 12. Thank you! In bocca al lupo! Valla & Associates, Inc., P.C. 1990 N. California Blvd., Suite 1060 Walnut Creek, CA 94596 USA E-mail: majda.barazzutti@vallalaw.com Phone: +1 925 705 7623 Fax: +1 925 705 7629 www.vallalaw.com © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 12

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