Legal Essentials for Entrepreneurs
Martin Waters, Robert Komegay and Michael Hostetler, Wilson Sonsini
Legal mistakes can doom even the best startup concepts and founding teams. Corporate formation, fundraising documentation, founders' stock and board relations are all key legal topics which will be addressed in this course. Taught by partners from one of the best startup law firms in the US, Wilson Sonsini Goodrich and Rosati, this workshop will cover the following topics:
Day 1: Morning Session (3/23, 11AM to 1:30PM):
Fundraising Approaches for Startups
Discuss the alternatives available for startups to raise capital, including convertible notes, preferred stock and common stock. Weigh the advantages and disadvantages of each approach, considerations for the founders and investors, and review current trends in startup financing.
Forming & Organizing the Start-Up
Explore the decision-making process in forming the start-up, including form of entity, timing, documents, and issues in determining the capital structure of the business organization.
Day 1: Afternoon Session (3/23, 1:30PM-4PM)
Founders Stock & Equity Incentives
An overview of founders stock, the process involved to issue founder stock, tax consequences and vesting considerations. Review the compensation and equity incentive structures available to founders to attract and retain new talent. Understand the general mechanics of creating and issuing these awards and the legal and tax consequences in the execution of compensation and equity programs.
Board Relations & Corporate Governance and Liquidity & Exits
Discuss key issues in dealing with your board of directors, including the composition of the board, how to run board meetings, and dealing with conflicts of interest. Explore the important details of good corporate governance for private companies and understand what you need to do now to prepare your company for future growth. Discuss recent developments in exit events, including the initial public offering process and trends in M&A. Understand the expectations from investors and the public capital markets and explore the recent corporate governance and regulatory issues involved in liquidity events.
Day 2: Morning Session (3/24, 11AM to 1:30PM):
Preferred Stock Term Sheets & Mock Negotiation
An overview of term sheets and the due diligence necessary before signing one. Understand economic and various other legal terms contained in term sheets. Discuss key provisions to include in term sheets and negotiation strategies for achieving the best-case investment scenario. Engage in a mock negotiation of a sample term sheet.
Day 2: Afternoon Session (3/24, 1:30PM-4PM)
Establishing a Patent Strategy that Can Help You Get Funding, Rather than Hindering It
What will be the most important patent issues that investors and strategic partners will look for when they do diligence on your company? It always depends on the situation, but certain factors and issues consistently come to the fore. As such, companies can be prepared to meet most diligence challenges by following a few straightforward principles. We will discuss these principles, as well as how all of this plays into planning your patent budget. We will also touch on the new American Invents Act, and whether this Act has any significant impact on most companies' patent strategies.
Note: The session fee is purely for covering General Assembly's expenses. Wilson Sonsini sees no proceeds from the course.
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