Startup Company Lawyer

MARCH 14, 2010

If new investors get better rights in a future equity financings (such as registration rights, price-based anti-dilution, redemption rights, etc.), The Certificate of Incorporation gives the Series Seed a board seat, while the common get two board seats. . Anti-dilution protection. Co-sale rights. Future rights.

Finance 70

Finance Software Review Term Sheet Liquidation Preference 70

Startup Professionals Musings

MAY 18, 2015

When an entrepreneur first incorporates his or her business, he or she may find him or herself the proud owner of 10 million shares of common stock, commonly called founder’s shares. Make sure the government waits for a stock sale to collect taxes. This is called stock dilution control. In the U.S.,

Stock 120

Stock Vesting Common Stock Founder Vesting 120

Gust

MARCH 16, 2014

In reality, so-called “Founder’s” shares are simply common stock, issued at the time of startup incorporation, for a very low price, and normally allocated to the multiple initial players commensurate with their investment or role. Here are some typical special terms and considerations for Founder’s stock: Negligible real value.

Stock 175

Stock Vesting Common Stock Founder Vesting 175

Berkonomics

MARCH 8, 2018

Pay early stage board members of companies that are not lifestyle businesses one percent of the fully diluted equity in the form of an option that vests over four years of service. You do not pay professional investors who are serving on behalf of an investment company or VC and paid by that company.

Early Stage 102

Early Stage Vesting Stock Options Preferred Stock 102

Startup Professionals Musings

SEPTEMBER 26, 2015

What they worry about is a whole different set of issues, including how much control they will have over how their money is spent, what will happen when future investors jump in to dilute their position and how they will get some money back if things don’t go according to plan. Type of stock assigned to the investor.

Term Sheet 120

Term Sheet Demand Preferred Stock Liquidation Preference 120

Haystack

JULY 8, 2018

For employees at early-stage companies… the equity you’ve been granted is likely common stock, just like the founders. You can read more about the types of stock granted in startups here. That can seem dire, but the new age also presents opportunities in hotly-contested secondaries.

Early Stage 95

Early Stage Dilution Private Equity Common Stock 95

Steve Blank

APRIL 10, 2019

The mechanics of a stock option was a simple idea – you received an option (an offer) to buy a part of the company via common stock options (called ISOs or NSOs ) at a low price (the “strike price”.) Not everyone got the same amount of stock. The founders got most of the common stock.

Stock Options 333

Stock Options Stock Vesting Common Stock 333

Startup Professionals Musings

OCTOBER 7, 2010

In reality, so-called “founder’s” shares are simply common stock, issued at the time of startup incorporation, for a very low price, and normally allocated to the multiple initial players commensurate with their investment or role. Here are some typical special terms for founder’s stock: Negligible par value.

Stock 214

Stock Vesting Common Stock Founder Vesting 214

Both Sides of the Table

MARCH 21, 2010

Future investors aren’t likely to mind that you had a PBW program because the dilution will be taken before they invest. Every share option you allocate to an employee is dilution both you and your investors face so they shouldn’t be allocated lightly. million in sales. million in sales (e.g.

Warrant 298

Warrant Dilution Startup Stock Options 298

Scott Edward Walker

JUNE 9, 2019

For example, if an investor owns 20% of the equity of a startup on a fully-diluted basis following the closing of a Series A round, it will have the right to purchase 20% of the shares of the preferred stock issued in the subsequent Series B round.

Preferred Stock 56

Preferred Stock Term Sheet Dilution Stock 56

Berkonomics

APRIL 4, 2019

These include election or re-election of board members if required by the bylaws of the corporation, approval of any increases to stock option plans (which would dilute the worth of shares outstanding,) and approve any additions to the capital stock authorized to be issued. Requirements created by investment documents.

Stock Options 48

Stock Options Balance Sheet Stock Common Stock 48

Tim Keane

JANUARY 12, 2010

It also assumes the entire value of the investment is captured for investors at a sale of the company in the time specified in the term-sheet. This results in a range of sale prices; in this example from $118.6MM to $21MM.   In most cases, the preferred dividend is paid before any dividend is paid to the common.

Term Sheet 68

Term Sheet Valuation Dividend Liquidation Preference 68

ithacaVC

DECEMBER 13, 2013

VCs in particular typically insist on a slug of available options counting in the pre-money share total as they do not want to be diluted later by the issuance of those options. On a fully diluted pre-money basis, that would mean the option pool represents 14.5% (356,758/2,456,758) of the cap table. I have posted on this previously.

Cap Table 67

Cap Table Pre-Money Valuation Option Pool Liquidation Preference 67

ithacaVC

MAY 1, 2013

In a sale, the original amount and the interest all come due. It must be paid out before the common shares, which are typically held by the founders and other employees.” It is ONLY once the VC’s liquidation preference is cleared that the common stock held by founders and employees is worth anything.

Dividend 45

Dividend Liquidation Preference Common Stock Venture Capital 45

Scott Edward Walker

APRIL 9, 2012

Why Can’t a Startup Issue Shares of Common Stock to Investors? In fact, many incubators like Y Combinator and TechStars are issued shares of common stock for their initial investment (usually about $20,000). Friends and family are also often issued shares of common stock. Speed, simplicity and cost.

Preferred Stock 87

Preferred Stock Finance Common Stock Liquidation Preference 87

Both Sides of the Table

SEPTEMBER 5, 2012

In a standard VC term sheet there is a standard term called an “anti dilution provision” and they are in nearly 100% of deals. It has nowhere near the same dilutive effects as a full ratchet except in extreme edge cases. But my $500k, while only buying 10% of the company (and now diluted down to 7.5%

Ratchet 354

Ratchet Liquidation Preference Equity Stock 354

Gust

OCTOBER 21, 2011

For convertible notes, the only liquidity event we need be concerned with is an acquisition of the startup in the near future, before the maturity date; otherwise, the notes will convert to equity of one kind or another, and the eventual sale of that equity (in a public offering, acquisition, or private sale) is a different subject for another day.

Finance 79

Finance Pre-Money Valuation Term Sheet Liquidity Event 79

www.payne.org

SEPTEMBER 22, 2011

2 Stock Classes: Common and Preferred. 3 Dilution. 5 Stock vs Options. 6 Founders / Restricted Stock. The re-heating of the venture funded tech market has pushed a heat up of the hiring market, and Im getting more calls from friends asking for help understanding startup stock (equity) offers. 4 Vesting.

Equity 56

Equity Employee Vesting Preferred Stock 56

Berkonomics

APRIL 14, 2012

These include election or re-election of board members if required by the bylaws of the corporation, approval of any increases to stock option plans (which would dilute the worth of shares outstanding), and approve any additions to the capital stock authorized to be issued.

Stock Options 81

Stock Options Balance Sheet Stock Common Stock 81

Berkonomics

OCTOBER 26, 2010

Pay early stage board members of companies that are not lifestyle businesses one percent of the fully diluted equity in the form of an option that vests over four years of service. Email readers continue here.] For lifestyle companies or later stage companies, board members should be paid on a per-meeting basis in cash.

Stock Options 66

Stock Options Early Stage Stock Vesting 66

Startup Company Lawyer

MAY 4, 2009

How to scale from the first sale to the millionth. of the founder’s company’s fully-diluted capitalization immediately after an initial equity financing raising greater than $100,000. Mentors: Trip Adler | Philip Kaplan | Munjal Shah | Jason Calacanis | Bubba Murarka |. Description: How to get it. How to grow it.

Founder 28

Founder Warrant San Francisco Intellectual Property 28

ithacaVC

FEBRUARY 23, 2011

The MCOP can serve a critical role as founders and other management team members are diluted down by rounds of financing or if their equity is not in the money. The ALP is the total amount of $ that preferred stock holders are owed on a sale of the company under their liquidation preferences.

Liquidation Preference 55

Liquidation Preference Management Preferred Stock Dividend 55

Startup Company Lawyer

JANUARY 31, 2011

The Series AA has a 1x non-participating liquidation preference, weighted-average anti-dilution, basic protective provisions (adverse changes to the Series AA, number of shares of Series AA, or merger/asset sale), right to maintain proportionate ownership, ROFR/Co-Sale rights and basic information rights.

Preferred Stock 60

Preferred Stock Liquidation Preference IPO Common Stock 60

Gust

MAY 24, 2012

As a quick review, most startups begin life as corporations with a single class of equity securities, referred to as Common Stock , issued to founders, employees, and outside service providers. Options and warrants, when issued, are also typically exercisable for shares of Common Stock.

IPO 159

IPO Equity Common Stock Stock 159

The Next Web

JUNE 15, 2012

After all, cash may be in short supply, but there’s a virtually endless amount of work to be done, from coding and web development, to PR, sales, general operations, or sage advice from an industry veteran. Not to mention the fact that every time you compensate with equity, you dilute your own ownership of the business.

Equity 116

Equity Stock Options Vesting Stock 116

blog.simeonov.com

FEBRUARY 22, 2010

If such individuals do not form a business entity to conduct business in the Field of Interest, but instead sell or assign their developments and technology in the Field of Interest to an unrelated party, I shall be entitled to [ this will vary based on the type of founder ] of the net consideration received by reason of such sale or assignment.

Founder 44

Founder Vesting Agile Startup 44

www.paulgraham.com

APRIL 28, 2010

Whatkind of anti-dilution protection do they want? For example, VCs generally write it into the deal thatin any sale, they get their investment back first. Some VCsnow require that in any sale they get 4x their investment backbefore the common stock holders (that is, you) get anything, butthis is an abuse that should be resisted.

Technical Review 76

Technical Review Startup Software Review Angel Investor 76

Startup Company Lawyer

JANUARY 9, 2011

Tweaking convertible debt so that common stock (instead of preferred stock) is issued for the conversion discount in order to limit liquidation preference overhang. However, many seed equity financings don’t provide for anti-dilution protection, as the valuations are low to begin with.

Liquidation Preference 57

Liquidation Preference Finance Preferred Stock Common Stock 57