Business Law and Fundraising Fundamentals for Startups and Advisors
$65 – $225
Business Law and Fundraising Fundamentals for Startups and Advisors

Business Law and Fundraising Fundamentals for Startups and Advisors

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CO+HOOTS at Midtown Phoenix

221 E Indianola Ave.

Phoenix, AZ 85012

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PROGRAM DESCRIPTION: Possibly the most comprehensive one day seminar for building your company on a solid legal and regulatory foundation, raising funds successfully and avoiding common missteps that distract and derail new businesses. See complete agenda and course materials index below.

Nathan Mortensen of VC Tallwave Capital will join us for lunch to talk about the local fundraising market and some recent deals. Tallwave is one of the most active venture capital firms in the Southwest.

WHO SHOULD ATTEND: Start-up founders, other entrepreneurs and their counsel.

Mandatory note to attorneys: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity may qualify for up to 6.5 hours toward your annual CLE requirement for the State Bar of Arizona, including 0 hour(s) of professional responsibility.

Special promotion code available to the first 10 to claim it. Enter "BYFC" after the "Tickets" link above to reveal the "Bring a Colleague or Client" ticket for just $300 - bring a co-founder, colleague, client or friend for just $75!.

Business Law Seminar Group is Committed to Inclusiveness, Diversity and to Bootstrapped Founders. If you cannot afford the course tuition but wish to attend, please email us at, tell us a little about yourself and why you'd like to attend, and we'll see what we can do.

In this engaging day-long course you'll learn how to:

* Pick the right business structure and domicile.
* Meet basic licensing, registration and tax requirements.
* Establish appropriate governance practices.
* Identify and protect critical intellectual property.
* Structure and manage key relationships with co-founders, investors, employees and other stake holders.
* Negotiate better contracts with partners, suppliers and customers.
* Develop a successful financing strategy from seed round to C round.
* Understand and negotiate VC term sheets, plus other advice for successful fundraising.
* Organize and manage a data room to support financings and M&A.
* Identify and meet key regulatory requirements.
* Prevent, manage and resolve commercial disputes and other conflicts.

Complimentary coffee, tea, light lunch and light snacks provided. Attendees can have lunch on their own or join us for more meeting and greeting and listening to the lunch speaker.


* Currently General Counsel to Observa, Gyld, Newyu and Payment Gear.
* Formerly General Counsel to ShareBuilder, Numera, ZenBanx and Venuelabs.
* Financings and M&A transactions totaling $11 billion.
* Served in the SEC's Divisions of Enforcement and Corporation Finance.
* Former Special Assistant United States Attorney.
* Chair of the Corporate Counsel Section of the Washington State Bar Association.
* Innovation and Technology Law Advisory Board Member, Seattle University School of Law.
* 2012 Corporate Counsel of the Year - Puget Sound Business Journal.
* Industry and regulatory experience in financial services, e-commerce, SaaS, social media marketing, social economy, health and medical devices, natural resources and manufacturing.
* Frequent speaker and writer on topics such as working with startups, preparing a company for a financing or sale, fixing and preventing problems in the board room, business fundraising and securities law, drafting and negotiating contracts, corporate governance, working with outside auditors, protecting intellectual property and legal ethics.


8:30 a.m. Check-in & Registration
8:55 a.m. Welcome and Introduction
9:00 a.m. Governance Structure, Domicile, Licensing, Registration and Tax
9:45 a.m. Cap Table Planning – Founder Equity, Incentive Equity, Seed Round, A Round, B Round
10:10 a.m. Governance Basics
10:30 a.m. Break
10:45 a.m. Fundraising Legally and Successfully
Noon: Lunch Break
1:00 p.m. Fundraising Legally and Successfully - Continued
1:30 p.m. Structuring and Managing Key Relationships
2:00 p.m. Identifying and Protecting Intellectual Property
2:30 p.m. Break
2:40 p.m. Negotiating and Drafting Contracts
3:40 p.m. Negotiation Skills
4:00 p.m. Identifying and Meeting Regulatory Requirements
4:25 p.m. Break
4:35 p.m. Preventing and Managing Disputes
5:00 p.m. Dismissal


Challenges of prioritizing “legal” in a startup
Using the law to create and preserve value
How the topics were chosen
General Counsel Audit
High Level Perspective
Closing the Legal Resources Gap

Governance Structure, Domicile, Formation
First Requirement - Form the Entity
Are There Co-founders?
Entity Type: C Corp versus LLC versus S Corp
Domicile Considerations – Home state versus Delaware?
Finalize Basic Formation Documents
Asset Contributions, Founders Equity Issuances
Licensing, Registration and Tax
State and Local Business Licensing Requirements
Nexus in Other States
Federal Tax Registration

Equity Allocation/Cap Table Planning/Seed and Series A & B
Overview of Cap Table Considerations
Sample Initial Cap Table
Series A and B Rounds
Common terms re Preferred Shares
Understanding How Liquidation Preferences Work

Corporate Governance and Reporting Obligations
Determined Largely by Organizational Documents
Annual Entity Filings with Applicable Secretary of State
Proper Governance Protects Officers and Directors
Acts Requiring Board Approval
Meetings and Minutes
Acts requiring Shareholder Approval
Compliance with Investment Documents

Fundraising Successfully and Legally
Helpful Hints and Best Practices
Debt and Equity Overview
Sources of Funding/Types of Funding Rounds
Revenue Participation Financing
Working with VCs
VC Term Sheet Concepts
Regulatory Framework
Customary Deal (Equity) Documents
Virtual Data Rooms
Managing Legal/Regulatory Risk in Financings
Other Things to Consider in Financings
Fundraising Summary

Structuring and Managing Key Relationships
Co-founder/Partner Considerations
Contractors and Consultants
Board Members and Advisory Board Members

Identifying and Protecting Intellectual Property
Trade Secrets

Negotiating and Drafting Contracts
Contracts are “Private Law”
Biggest Mistakes in Negotiating and Drafting Contracts
Other Contract Drafting and Negotiation Tips
Basic Contract Law Concepts
Negotiating Fundamentals

Identifying and Meeting Regulatory Requirements
Available Resources
Common Regulatory Errors and Omissions

Preventing and Managing Disputes
Primary Sources of Disputes
Best Practices are Key to Prevention
Prevent, Deflect, Resolve

Recommended Resources

Attendees receive links to more than 100 athoritative third party articles, blog posts and other materials.

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CO+HOOTS at Midtown Phoenix

221 E Indianola Ave.

Phoenix, AZ 85012

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