Essentials of Startup Law
Adam Dinow and Selim Day, Partners, 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 New York startup law firm Wilson Sonsini Goodrich and Rosati, this seven-session course will cover the following topics:
Session I (10/8, 6PM to 7:00PM): 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.
Session II (10/15, 6PM to 7:00PM): 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.
Session III (10/22, 6PM to 7:00PM): 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.
Session IV (11/5, 6PM to 7:00PM): Preferred Stock Term Sheets – Part I
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.
Session V (11/12, 6PM to 7:00PM): Preferred Stock Term Sheets – Part II and Mock Negotiation
Continue discussion of Preferred Stock term sheets, including governance provisions, veto protections, and transfer and other liquidity-related provisions. Engage in a mock negotiation of a sample term sheet.
Session VI (11/19, 6PM to 8:00PM): Board Relations & Corporate Governance and Liquidity & Exits
***Session VI is a combination of the final two sesssions as a result of re-scheduling due to Hurricane Sandy***
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.
Note: The session fee is purely for covering General Assembly's expenses. Wilson Sonsini sees no proceeds from the course.
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