Startup Law and Fundraising

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Richland Public Library, Doris Roberts Gallery

955 Northgate Dr

Richland, WA 99352

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Entrepreneurs, whether you’ve already launched your startup or not, this seminar offers invaluable insights to help you build on a solid foundation, raise funds successfully and legally, and avoid missteps that too often derail promising startups.

Business attorneys, accounting professionals and finance experts, you will pick up new tools and insights for advising startups and other small businesses. See below re CLE and CPE professional credits.

The agenda includes diving deeply into the key fundraising options available to today’s startups and how to pursue each successfully, including best practices for approaching and pitching angel investors and VCs. Learn the fundamental terms and concepts critical for raising money from the right investors on the right terms, whether through sales of common stock, preferred stock, revenue participation interests or SAFEs (simple agreement for future equity), or through borrowings under convertible notes or other lending arrangements.

Learn about the latest options for equity crowdfunding under new SEC “Regulation Crowdfunding,” which allows sales to the broadest potential investor pools ever, and learn how new Rule 506(c) permits broad advertising to help companies attract accredited investors for the first time ever.

These and other new financing options under the “Jumpstart our Business Startups Act,” or the JOBS Act, finally permit entrepreneurs to reach much larger numbers of potential investors by advertising private offerings over the Internet and other media. Learn the ins and outs and the pros and cons of these evolving new alternatives from an attorney with 28 years of securities law experience, both as an SEC attorney and as in-house counsel advising on billions of dollars of transactions.

Give your startup the best chances for success. Learn how to:

  • determine the best entity structure for your business based on financing plans, ownership and control expectations and tax objectives

  • choose between forming in Delaware or your home state

  • raise money properly from friends and family, angel investors, VCs or through crowdfunding

  • avoid common mistakes when issuing stock, options or other interests, or borrowing under convertible notes or other debt instruments

  • maintain a cap table that accurately reflects ownership interests

  • prevent and/or mitigate potential friction between co-founders

  • structure and manage relationships with investors, employees and others for maximum value and minimum friction

  • identify and protect critical intellectual property

  • organize a virtual data room for potential investors or acquirers

  • avoid other legal and regulatory mistakes that often harm startups and their founders and investors, including mistakes in hiring and managing employees, drafting and negotiating contracts, preventing and managing disputes, and overlooking tax and regulatory obligations


Attorneys, entrepreneurs and other attendees – share your views and insights throughout the discussion, interact and network. Attorneys and entrepreneurs have made connections at recent programs in Seattle, Salt Lake/Provo, Portland, Washington DC and Boulder.


Attorneys: Approval for 4 general CLE credits has been requested for Washington State Bar Association members. Want CLE credit for another state? Send a request to businesslawseminargroup@gmail.com.

CFOs, controllers, auditors and others with CPA licenses: This course qualifies for up to 4 hours of continuing professional education (CPE) credits in all states except NY, NJ, TX and IL. Upon registering, please send an email to businesslawseminargroup@gmail.com to request that a certificate of attendance be prepared.


Paul Swegle has traveled to Seattle, Provo, Portland, Washington, D.C., Phoenix and Boulder recently to talk with entrepreneurs, business attorneys, angel investors, venture capitalists and accounting and finance experts about how to protect startups from costly legal and regulatory errors, how to use the law to create, build and protect value, and how to raise funds successfully and legally.

Paul speaks and writes frequently on wide-ranging topics, including working with startups, preparing a company for a financing or sale, fixing and preventing problems in the board room, fundraising and securities law compliance, crowdfunding under the JOBS Act, drafting and negotiating contracts, corporate governance, working with outside auditors, protecting intellectual property, and legal ethics.

  • Currently General Counsel to Observa, Newyu and Payment Gear

  • Formerly General Counsel to ShareBuilder, ING Direct ShareBuilder, Capital One ShareBuilder, Numera, ZenBanx and cloudRIA

  • Chair, Corporate Counsel Section of the Washington State Bar Association and Member of the WSBA Securities Law Committee

  • Financings and M&A transactions totaling $11 billion

  • Board Member, Innovation and Technology Law Advisory Board, Seattle University School of Law

  • Served in the SEC’s Division of Enforcement and Division of Corporation Finance

  • Former Special Assistant United States Attorney


7:30 a.m. Check-in & Registration
7:55 a.m. Welcome and Introduction
8:00 a.m. Entity/Domicile Selection, Formation, Licensing, Registration and Tax
8:30 a.m. Structuring and Managing Key Relationships
9:00 a.m. Identifying and Protecting Intellectual Property
9:30 a.m. Break
9:40 a.m. Cap Table Planning and Management
10:00 a.m. Understanding Preferred Stock
10:15 a.m. Fundraising – Legally and Successfully
11:00 a.m. Break
11:10 p.m. Fundraising – Legally and Successfully - Continued
12:00 p.m. Ten common mistakes in drafting and negotiating contracts, meeting tax and regulatory obligations, and preventing and managing disputes.
12:30 p.m. Reviews and 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.


How can I contact the organizer with any questions?

Email us at businesslawseminargroup@gmail.com.

What's the refund policy?

Full refund for cancellation requests emailed to businesslawseminargroup@gmail.com within 48 hours of the event start time and 50% refund for cancellation requests emailed to businesslawseminargroup@gmail.com within 24 hours of the event start time.

Do I have to bring my printed ticket to the event?


Is my registration fee or ticket transferrable?

Yes, substitutions are fine!

Is it ok if the name on my ticket or registration doesn't match the person who attends?

No problem, substitutions are fine.

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Richland Public Library, Doris Roberts Gallery

955 Northgate Dr

Richland, WA 99352

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