Articles
Our knowledge, distilled.
Every step of the way, startups have a lot to think about. We help ease that burden by considering all the angles and providing clients with clear, forward-looking advice. We know just how quickly the startup landscape can change, so we proactively outline emerging issues and provide actionable recommendations for managing the challenges and opportunities those developments present.
How to Split Equity Between Co-Founders (and Stay Friends)
Founders often delay conversations about equity because they are uncomfortable or assume things will “work themselves out.” However, equity is not just a legal formality. It is a blueprint that defines how ownership, control and accountability are structured within the company.
Mark Zuckerberg Got Founder’s Stock—Should I?
Legally speaking, “founder’s stock” is just common stock issued early—typically at a nominal price and usually subject to vesting. But what people usually mean when they refer to “founder’s stock” is something more: equity with enhanced control features that let founders maintain decision-making authority even after raising outside money or going public.
The Future of Corporate Venture Capital: Evolving from Strategic Tourist to Long-Term Partner
Today’s leading CVC teams aren’t simply deploying capital to hedge against disruption. They’re building long-term capabilities that integrate innovation into the core of the enterprise.
Convertible Notes vs. SAFEs: Choosing the Right Pre-Seed Financing Tool
For many early-stage startups, choosing between a convertible note and a SAFE is one of the first critical legal and strategic financing decisions
Qualified Small Business Stock: Tax Benefits for Startup Investors are Bigger and More Beautiful
The One Big Beautiful Bill Act’s amendments to the Qualified Small Business Stock provisions can spur further investment into small business by investors and founders.
Equity Compensation Primer: ISOs v. NSOs
A closer look at why companies grant options to service providers and the key difference between the two types of options: incentive stock options (ISOs) and non-qualified stock options (NSOs).
Understanding Dilution: What Every Founder Should Know Before Raising Capital
For startup founders, few concepts are as important—or as commonly misunderstood—as dilution. Dilution directly affects how much of the company you own, how much control you retain and what your economics look like in an eventual exit.
The IP Landmine That Can Kill Your Startup’s Exit: Avoiding Common Ownership Pitfalls
One of the most critical aspects of M&A and investment due diligence is ensuring that a target owns the intellectual property required to operate the business and achieve the roadmap.
Founder Secondary Sales: A Primer
A successful secondary sale of a founder’s common stock requires advanced planning by the founder, including early and thoughtful communication with various company stakeholders.
Founder Stock Vesting: What It Is and Why It Matters
When issuing Founder’s Stock, it is important to consider whether a vesting schedule should apply. This may seem like an easy “no” for a Founder—“why would I subject my stock to vesting if I don’t have to?” However, there are (at least) a few scenarios when it may make sense
Preparing for the Unthinkable: Treatment of Compensation and Benefits on Death of an Employee
When an employee unexpectedly dies, companies often want to act quickly so as to minimize disruption to the deceased employee’s family. While that is an important goal, companies need to ensure that they follow federal and state requirements applicable to the distribution of final wages, vested equity awards, retirement plan balances and other benefits on the death of an employee.
Maximizing Intellectual Property Protection: Balancing Patents and Trade Secrets for Startups
Understanding the pros and cons of using patents and trade secrets to safeguard IP, as well as the potential for strategically combining these approaches, can provide comprehensive protection for innovations.
Next Steps for Startups: Post-Incorporation Checklist
Now that your business is officially on the map, it is time to take the next crucial steps to ensure a solid foundation for growth and success. This checklist provides new businesses with a roadmap to navigate the post-incorporation phase efficiently.
Venturing Smart: Essential Practices and Precautions of the Venture Capital Advisers Exemption
The Venture Capital Adviser Exemption provides significant regulatory relief for investment managers that solely advise venture capital funds and can significantly decrease an investment adviser’s regulatory burdens.
Equity Compensation: Navigating 409A Valuations
This article demystifies 409A valuations for private companies: what they are, why do you need them, and how do you get them?
Crowdfunding: What It Is and When to Utilize It for Your Business
Crowdfunding offers several benefits that make it an attractive option for startups. Understanding these advantages as well as the limitations of crowdfunding can help entrepreneurs determine when crowdfunding is the preferable means of fundraising for their ventures.
Estate Planning for Founders - Part II: Planning with Qualified Small Business Stock
If you own stock that is QSBS, you are probably aware that you may be eligible to receive a significant exclusion on capital gains taxes when you sell your company. What founders do not often know is that they can multiply this exemption using certain types of trusts.
Savings Plans for Startups
Opening a retirement savings plan for employees (including founders!) is often a low-priority issue for startups and small businesses, but several states, including California, are trying to change that.
Trademark Fundamentals: Distinctiveness
Understanding the levels of trademark distinctiveness can help startup founders make informed decisions when selecting and registering trademarks.
Trademark Fundamentals: Likelihood of Confusion
A core concept in trademark law that every startup founder should understand is “likelihood of confusion.” This legal standard plays a pivotal role in both trademark registration and enforcement.
Trademark Fundamentals: Materials Ineligible for Trademark Protection
Not everything can be protected as a trademark. Certain types of material are specifically excluded from trademark protection under U.S. law. As a startup founder, it’s crucial to understand what cannot be registered as a trademark to avoid potential rejections and legal challenges.
Trademark Fundamentals: Opposition and Cancellation Proceedings
For startup founders, navigating the complexities of trademark law is essential for protecting your brand. An important aspect of this process involves understanding opposition and cancellation proceedings.
Trademark Fundamentals: Selecting Goods and Services for New Applications
As a startup founder, you’re often faced with numerous decisions that impact the future of your business. One such decision is how to approach trademark applications.
Trademark Fundamentals: Use in Commerce
Startup founders looking to protect their brands need to understand the concept of “use in commerce” to successfully register their trademarks with the U.S. Patent and Trademark Office (USPTO).