Tag Archives: Stubbs Alderton & Markiles

Stubbs Alderton & Markiles Represents Client Platinum Equity in Sale of Keen Transport to Wallenius Wilhelemsen Logistics ASA

LOS ANGELES, Dec. 12, 2017 (NEWSWIRE) – Stubbs Alderton & Markiles, LLP announced today that it represented Platinum Equity in its sale of Keen Transport to Wallenius Wilhelmsen Logistics ASA (WWL).  Financial terms of the transaction were not disclosed. The deal was led by Partner Marc Kenny and associate Nick Feldman assisted in the transaction.

 Keen Transport is a national provider of heavy-haul logistics and transportation services for the construction, mining and agriculture equipment markets. WWL, based in Oslo, Norway, is a global logistics operator serving the manufacturing industry with special focus on vehicles, mining and construction equipment and machinery. Founded in 1995 by Tom Gores, Platinum Equity (www.platinumequity.com) is a global investment firm with $13 billion of assets under management and a portfolio of approximately 30 operating companies that serve customers around the world. The firm is currently investing from Platinum Equity Capital Partners IV, a $6.5 billion global buyout fund.  

To view the full press release, click here

 ABOUT STUBBS ALDERTON & MARKILES, LLP

Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. Stubbs Alderton’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm.

 For more information about the Mergers & Acquisitions practice at Stubbs Alderton & Markiles, contact Marc Kenny at mkenny@stubbsalderton.com

 Press Contact:

Heidi Hubbeling
Director of Marketing
hhubbeling@stubbsalderton.com

FacebookTwitterGoogle+LinkedInEmail

SAM Client Alert – Deadline Approaching: Register Your DMCA Agent by End of the Year – U.S. Copyright Office Changes the DMCA Agent Registration Process

Image result for DMCABy December 31, 2017, any online service provider that has registered an agent with the U.S. Copyright Office through the paper-based registration system must submit a new registration using the new electronic system to preserve safe harbor protection under the Digital Millennium Copyright Act (“DMCA”).

The DMCA, among other things, provides a safe harbor for online service providers from copyright infringement liability resulting from content posted on their websites or services by users. To qualify for DMCA safe harbor protection, online service providers must designate an agent to receive notifications of alleged copyright infringement by registering with the Copyright Office and each service provider must list their agent’s contact information on their website.

The Copyright Office’s paper-based registration system has been replaced by an online registration system. All online service providers seeking DMCA safe harbor protection must now register agents using the new electronic registration system. This applies to online service providers that have already designated DMCA agents using the paper-based system.

Online service providers that previously designated a DMCA agent using the paper-based system must resubmit their designations through the new electronic system before the December 31 deadline and renew their designations using this system at least every three years. Failure to register electronically by the end of the year will result in the expiration of existing designations and the loss of DMCA safe harbor protection.

What should online service providers do? All online service providers should submit a new DMCA agent designation using the online registration on the DMCA website by December 31, 2017. The fee for filing, amending or renewing a designation through the online system is $6.00.

How Stubbs Alderton & Markiles, LLP can help. We are a full-service law firm with expertise in intellectual property and technology law. We can help register your DMCA agent designation with the Copyright Office using the new electronic system.

For more information about this or other intellectual property issues, contact SAM Partner Kevin DeBré at kdebre@stubbsalderton.com 

FacebookTwitterGoogle+LinkedInEmail

Startup Superhero Video Series! – This Week Featuring Christine Perakis on “Three Essential Strategies for Small Business Success”

Stubbs Alderton & Markiles and the Preccelerator Program are proud to announce the launch of their Startup Superhero Video Series – featuring SA&M Attorneys, Preccelerator Mentors, and entrepreneurs on topics specific to entrepreneurship and lessons learned throughout the journey.

This week we’re featuring Preccelerator Mentor Christine Perakis as she chats about “Three Essential Strategies for Small Business Success.”

Christine Perakis has been a lawyer, business adviser, entrepreneur, C-Suite executive, adj professor, and professional boat captain, navigating myriad transactions and businesses across 5 continents.  Her work, expertise and interests have taken her beyond a lucrative legal practice in the entertainment industry over a couple of decades. Christine has run or been a part of a management team in 10 businesses, growing, expanding and achieving results beyond the expectations of all involved. The most recent role being as a COO in a company that went from a 100% equity funded startup to a $10 million/year business in 4 years.

 

 

__________________________

Transcript

Heidi:  What are three mistakes that you see entrepreneurs make when they are first starting out?

Christine:   Well, when we get started, we’re coming up with an idea that we get so excited about. That we end up talking about the features of it way more, then we focus on the benefits to the client. We need to get inside the head of our ideal target audience and understand what is the number one problem they have that they don’t want and the number one result that they want and don’t have and then we can start talking to them. The second thing is to be aware we are on a buyer’s journey. Most of us don’t have a 50-million-dollar branding budget like some of the big brands that we know about and these days with all the information that comes out at us it takes 20-100 touch points to get people’s attention. So, we want to be able to first recognize that we are on a journey. Knowing that 99% of our target audience, are future buyers and less than 1% are now buyers. We want to take them along that journey, using something I call the conversion equation. You want to get their attention with an interrupt, engage with them, educate them and then be able to make an offer. The third thing is to think strategically. Most people will employ tactical marketing. They throw a bunch of tactics at the wall and hope that something sticks. Rather than, recognizing that if they think strategically their marketing is going to be more effective. So, they don’t want to do anything that isn’t something that their target audience wants.

Heidi: So, to achieve success what are the 5 main areas that a startup or an entrepreneur should focus on?

Christine:  Most of us are familiar with the 80/20 rule, Pareto’s law, right? 80% of our outcomes come from 20% of our efforts. So, that overwhelming job of a small business owner really can be reduced down to five basic steps. Something, I call the five-step profit formula.  Small business owners focus on lead generation, lead conversion, transactions, pricing and profitability.  They will achieve exponential results. They really only have to make incremental changes to get there. I have something I call the profit acceleration software that will show you, by plugging in some numbers, how small changes in these 5 areas only, will create exponential success.

Heidi:  All very important things, so what is one thing that every entrepreneur should know before they start their business?

Christine:  Well, I think Simon Sinek said it best in his book “Start with Why.”  Know your why. He knew that Steve Jobs, Wright Brothers and Martin Luther King had very little in common, but they understood one thing; which is people don’t engage with a product, service, movement, or an idea unless they know your why. We want to get people to invest in us, to buy from us, to work for us and follow us, we have to know our why.  You have sat in many rooms with investors as have I and you have heard time and time again we don’t invest in a product or service, we invest in the people. What they’re really investing is people who know their why. That’s how we get investors, our partners, with our clients, our customers, they want to know. They’ll buy from you if they really want to understand your why and your team. These days the millennial workforces are a growing resource that we have these days and they are committed to knowing their why. They don’t want to do anything without knowing they why. You have to enroll them in your why to get them to work hard for you and then they will. Finally, you need to know your why, most importantly because it gets you through the obstacles and challenges that come up in your business all the time. Keeping your eye on that outcome the benefit, the reason for being that you have and why you’re invested in doing. So, there’s that and when you’re in the early goal setting stages, creating your vision, you have your why as a corner stone for the goals that you create. Once you know that your subconscious can start working to achieve that outcome. The goals in it of themselves aren’t as meaningful as knowing that you’re going to get to where you need to go.

Heidi:  Absolutely, the “why me” and the “why now” – also knowing why this is the right time in the market. Both of those are so important for young companies before they get started.

Christine:  That’s right it’s not about widgets. It’s about what you’re going to get for yourself and what they are going to get for themselves.

Heidi: Well, thank you very much it was great to have you here.

Christine Perakis
www.christineperakis.com

 

_____________________

To learn more about the Preccelerator Program, contact Heidi Hubbeling at hhubbeling@stubbsalderton.com.

FacebookTwitterGoogle+LinkedInEmail

Introducing the Startup Superhero Video Series! – This Week Featuring Jonathan Tavss on “Utilizing Mentorship”

Stubbs Alderton & Markiles and the Preccelerator Program are proud to announce the launch of their Startup Superhero Video Series – featuring SA&M Attorneys, Preccelerator Mentors, and entrepreneurs on topics specific to entrepreneurship and lessons learned throughout the journey.

This week we’re featuring Preccelerator Mentor Jonathan Tavss of Kaleidoko, Inc. as he chats about “Utilizing Mentorship.” Jonathan Tavss is an award-winning entrepreneur, marketer, strategist, and content creator with more than two decades of experience leading content creation, distribution, product development and global marketing for international entertainment studios, Media firms, CPG brands and service corporations.

 

 

__________________________

Transcript

Heidi: Jonathan, what do you see being the most important benefit to the Preccelerator companies in regards to mentorship? 

Jonathan: I guess the one that just sticks out the most is connections. Right?  It gives you resources that you might not otherwise have. What I have seen, are the companies that really succeed, are the ones that take advantage. It’s almost like a secret thing, the fact that there’s so many mentors here, there’s so many people that you can call upon. That in and of itself is something that people aren’t used to.  A. having the people to talk to and, B. knowing what to ask of them. It’s interesting because in success you will have a lot of people coming in wanting to be an advisor. Can I be on your board? Wanting to do all that kind of stuff and in this secure environment you can work with different advisors on different things, even advisors that do similar things to each other, to really get a sense of how you are going to work best with them.

Heidi: With your personal background, with your professional background what perspectives do you bring as a mentor 

Jonathan: I think it really is tied to what Kaleidoko is all about, which is to brand holistically. How you position, but it’s not just about the marketing. It’s how you set up your company to be able to deal with change that is constant. With Kaleidoko we usually work with later stage companies and so it’s a matter of going in and seeing what fundamental bricks were not placed as they were rushed to deliver to clients’ needs. We go in with that fresh look we really fill in those bricks. What I deal with for these participating companies is to help them be mindful of those fundamental pieces that you need to be able to set up for your company so that you can be successful moving forward into the future. 

Heidi: If you could give one piece of advice to the companies based on your breath of experience, what would that be? 

Jonathan: I think it would be to have your eye’s wide open all the time. As a founder you’re really heads down, running that sprint to get to where you’re trying to go. You have got to keep your eyes open to see what’s happening culturally, what’s happening technologically. Mentors, advisors, board members, or employees will come up with different ideas. So, it’s a matter of really capturing that. Also, something that I find interesting; there’s a lot of companies out there that set off to do a certain thing and as they were developing that certain thing. They found, this pot of gold, that they were just creating to help them deliver, what they thought was a value, but the real value is over here. So, not that you’re trying to go right, left, all over the place. What you want to be doing is to be able to keep your eyes open. What is that IP? What is that certain thing that might be a different direction, but that might be your real winner?

Heidi: One last question. What is your favorite thing about being a mentor at the Preccelerator. What does it give to you?

Jonathan: I got involved because I really wanted to find a way to give back. Being that I am also a university professor you know I have always just been of the “how can I help other people” mindset. This was just a great opportunity to be able to do so and meet a lot of really great people. Both on the company side and the mentor side. There’s some really strong participants all over the place. That’s why I was really excited to be a part of it.

Heidi: Very much appreciate you.

Jonathan: Thanks.

Jonathan Tavss
Kaleidoko, Inc.
www.kaleidoko.com 
jonathan@kaleidoko.com

 

______________________

To learn more about the Preccelerator Program, contact Heidi Hubbeling at hhubbeling@stubbsalderton.com.

FacebookTwitterGoogle+LinkedInEmail

Introducing the Startup Superhero Video Series! – This Week Featuring Chris Bechtel on “Driving Growth For Early-Stage Startups”

Stubbs Alderton & Markiles and the Preccelerator Program are proud to announce the launch of their Startup Superhero Video Series – featuring SA&M Attorneys, Preccelerator Mentors, and entrepreneurs on topics specific to entrepreneurship and lessons learned throughout the journey.

This week we’re featuring Preccelerator Mentor Chris Bechtel of Growth Engine Labs as he chats about “Driving Growth for Early-Stage Startups.”  Chris is a growth consultant, start-up advisor, customer acquisition and sales coach, former SaaS CEO, and marketing executive. Chris brings 20 years of sales and marketing expertise, specializing in demand generation, marketing automation, pipeline optimization, content marketing, and sales technologies. Chris has extensive experience in B2B, internet and SaaS technologies working with start-ups, growth stage organizations and brands to maximize the results of their digital marketing, PR and revenue generation activities through the use of content and technology.

 

__________________________

Transcript

Heidi: What do you think is the most important thing for driving growth for early stage companies?

 Chris: I think really, the most important thing is really the market. Being in the right section of the market, really focused on customer needs. I think that most start-ups, start with a hypothesis. It usually comes from personal experience, but people often forget there’s many potential buyers of that start-up’s initial idea. There’s a problem, there’s a pain that needs to be solved and think sort of the biggest barrier is not really focusing on the right growth segment within that market. So, I think first and foremost it’s about making sure you’re in a strong market, where the customer’s segments under served. I think then it’s really about that focus. It’s really about focusing on the right section of the market, really understanding who you are marketing to and that’s really going to dictate the value proposition to use and what channels you use to acquire them.

 Heidi: Going back to barriers, talk about the most common barrier to early stage success.

 Chris: I think really the same it’s about focus. With every entrepreneur, it’s both a blessing and a curse to have that creative mind. To be able to come up with unique solutions to common problems. But, then the barrier often comes from overthinking and questioning all those ideas and then not actually being able to focus because essentially every start-up is a hypothesis and then when it comes to marketing that hypothesis those are also a set of hypotheses. The key is focusing and prioritizing a series of tests.

 Heidi: For early stage start-up, how do you find the right people to surround them with to provide attraction and growth.

 Chris: I think that’s a great question, and one that often many founders struggle with.  In terms, of how do I have a co-founder, who’s my initial founding team?  A lot of it starts with what’s the stage that you’re in? What kinds of people? Do you have people, you know, if you’re already at product market fit and you need people to scale? You will need people who have had experience really scaling. In the early days, you needed people who could do many things and are willing to do many things and are able to then also focus on those core things and get us to the next stage of validating product market fit and identifying the actual acquisition channels that are going to help us get to that next stage. Hopefully get some more capital to start scaling.

Heidi: Finally, what’s your favorite thing about being a mentor here at the Preccelerator? What drove you to join us?

 Chris: Well, first of all it’s a great community. There’s great people here and I just really love helping people. That’s why I do what I do I think and helping people get clarity. Because people have so much passion, but it’s hard, it’s really, really hard. So, I love the joy in people’s face when they sort of get clarity, at least what I’m supposed to focus on for the next week or two and get unstuck. I think that’s really what I enjoy the most about being here at Stubbs.

 Heidi: Yeah, community and that sense of empathy, among advisors, mentors, and other entrepreneurs that are advising. It’s been really important and greatly beneficial. Thank you for being here.

Chris Bechtel
Growth Engine Labs
cbechtel@growthenginelabs.com

 

______________________

To learn more about the Preccelerator Program, contact Heidi Hubbeling at hhubbeling@stubbsalderton.com.

FacebookTwitterGoogle+LinkedInEmail

SAM Preccelerator® Company nēdl Named Finalist in PILOT Innovation Challenge

nēdlSAM Preccelerator Company nēdl, an app that allows radio listeners to use speech recognition to eliminate the need to go station-to-station to find specific news, sports, talk and music, has been named among the 12 finalists for the PILOT Innovation Challenge. PILOT is an innovation initiative of the National Association of Broadcasters (NAB). The PILOT Innovation Challenge recognizes creative ideas that leverage technological advances in the production, distribution and display of engaging content.

To read the full press release visit here.

About nēdl  
nēdl
 uses proprietary Speech Recognition to let you search within 100,000+ live news, sports, talk, and music broadcast streams to find what you want and listen to the stream or add your unique voice to the global real-time database for instant discovery. Visit www.findnedl.com

To learn more about the Preccelerator® Program, contact Heidi Hubbeling, COO at (310) 746-9803 or hhubbeling@stubbsalderton.com

 

FacebookTwitterGoogle+LinkedInEmail

Introducing the Startup Superhero Video Series! – This Week Featuring Scott Alderton on “Positioning Your Company For Financing”

Stubbs Alderton & Markiles and the Preccelerator Program are proud to announce the launch of their Startup Superhero Video Series – featuring SA&M Attorneys, Preccelerator Mentors, and entrepreneurs on topics specific to entrepreneurship and lessons learned throughout the journey.

This week we’re featuring SA&M Managing Partner Scott Alderton as he chats about “How to Position Your Company for Financing.”  Scott is the Co-Chair of the Venture Capital & Emerging Growth practice at Stubbs Alderton, General Partner of SAM CREATV Ventures, and a thought leader in the startup financing space.

 

__________________________

Transcript

Heidi: Tell me a little bit about your practice and experience and what you love most about working with emerging growth companies?

Scott: Sure, I have been doing this for a long time. My practice is broad-ranging. Early on in my career, I was more of a corporate & securities lawyer doing traditional SEC type of work with larger companies. As this thing called the “Internet” began to develop in the ’90s, it looked like it was interesting, I transitioned my practice to being more of a technology and venture capital lawyer. I really like working with companies all along their evolutionary path, but I really like working with early-stage companies. They have diverse, wide-ranging needs, they typically don’t have the resources that large companies have. I feel like I can play a vital role as an advisor even more-so than a lawyer. The lawyering part is the easy job to me, the advising part is really the fun part.

Heidi: Let’s talk a little bit about emerging growth companies and how they approach financing. What are some of the things an early stage company should be thinking about when they are going for funding. If they are really early, how do they attract investors?

Scott: I think it’s really a couple of things. The first thing that every company needs to do is to decide what its vision is and what kind of company it’s going to be. Venture capital is not right for every company and there’s lots of different ways to fund your businesses. The overwhelming majority of businesses do not get funded with venture capital. Venture capital is a way of financing a business through its growth stage. When it has a proven product, when it’s found its market and when it now needs to scale and grow. That’s when venture capital comes in and helps a company do that, but to get to that point is challenging. First you need to decide; am I a company that is going to require venture capital and am I company that is going to address a large scaling market, be disruptive, grow to be very large? That’s a venture fundable business.  Through the early stage, the second thing you need to figure out is  – how am I going to get to the point where professional investors are going to be interested in me? Professional investors are not going to be interested in every company like I said they are going to be interested in companies where they can apply their capital, grow and scale the business.

Heidi: As far as some of the tips that you would give to them, for them to actually attract investors – where do they look for them? Are warm introductions the best thing? What are some of the tactics?

Scott: First of all, don’t look too early. Understand that if you are really going out and seeking traditional, professional investment that you are going to have to have some metrics. You’re going to have to have at least a MVP of a product, you’re going to find a market where that product is being accepted. You are growing and scaling a business in that market. Whether its users or customers – whatever it is – you have to get to that stage first. How do you get to that stage? Well, you get to that stage by raising money from friends and family, from people who know you. From people that are going to invest in you, because you’re the entrepreneur. They believe in you. Relatives, friends, strategic business partners. A second way to look at that is for people who ultimately will be interested in your product, even though you have no metrics or proof of your product today. They will invest in you because they want your product to hit the market. Might be a strategic investment. Figure out a way – come hook or crook-  to raise that initial capital to where you can develop your product. Find a market place and the other doors will open.

Heidi: From a legal and business stand-point, how do they best position themselves?

Scott: Early stage companies by necessity cut corners, right? You don’t have resources. You’re boot strapping. You’re making promises that you can’t fully document. You can’t always afford lawyers or professional advisers and that’s fine. Do not second guess any of that. You got to where you are, but when you reach that point where you are now ready to go out and find professional capital, it’s important to look internally first. That you look at yourself, do the same kind of diligence with yourself that an investor is going to do on you. That way there are no surprises. Figure out capital issues and fix them. Figure out your employment issues and fix them. Figure out your commercial contracts that you have done on a whim and fix them. So that investors don’t look at you and think good concept, but I am not going to take all this risk.

Heidi: There’s another topic that startups tend to think a lot about but aren’t typically fully  educated on – how should they approach valuation and dilution?

Scott: I think that people get hung up on valuation because they have some number set in their mind or they have some experience that they talk about with other entrepreneurs. They think they either have to hang on to a certain percentage of their business or it’s not appropriate to give a certain amount at a certain round. You have to come into a financial transaction with an open mind and understand not just what you’re selling and what you have to give up for that. Also, where you are going and where that money is going to take you? I see entrepreneurs being penny wise and a pound foolish all the time. They think they don’t want to be significantly diluted. They end up throwing a wrench in the negotiation  or they loose a financing deal because they want to hang on to a few points of equity. In reality that money is going to take them so far that they are going to be vast and more valuable. Its a simple proposition of – there’s a pie and you want a piece of that pie. It’s much better to own a smaller piece of a gigantic pie than it is to own a big piece of a small pie.

Heidi: Appreciate you for being here and I’m sure we will have you back for other topics some time soon.

Scott: Thanks, looking forward to it.

______________________

To learn more about our Venture Capital & Emerging Growth Practice, contact Scott Alderton at salderton@stubbsalderton.com.

FacebookTwitterGoogle+LinkedInEmail

Major Legal Pitfalls for Startups – The Case for Hiring a Lawyer before you “Start Up” – Part 2

 

In this two part series, Kelly Laffey discusses the legal pitfalls that startups can avoid when forming their company. Kelly counsels clients on issues related to corporate governance, mergers and acquisitions matters, and securities regulation and compliance. She also assists with financing for large private corporations, and entity formation and succession planning for professional services firms. Kelly provides general business counseling on a variety of up-and-coming regulatory issues for small and emerging companies that offer commercial services, allowing them to explore new business opportunities in various states. Drawing on her diverse work experience in the entertainment arena, including time spent with talent agencies, and music and television production companies, Kelly also assists on matters related to licensing, marketing, and exploitation of intellectual property rights.

___________________________________________________

In Part 1 of this series, I described some typical legal problems that startup companies face when they try to go it alone in the early stages of their business related to choice of entity form and jurisdiction and common issues that arise with respect to division of equity.  In this part 2, I discuss issues related to securities laws and intellectual property and finally offer some words of advice regarding how to manage the costs of hiring an attorney early on.

Compliance with Securities Laws

Any issuance of securities, meaning stock, LLC interests, options, warrants, convertible notes, convertible securities (or SAFEs) and more, will be subject to federal and state securities laws.  Startup companies often need to find an exemption to the registration requirements of federal securities laws until they are ready to go public.  Securities law is a large and complex subject that really requires a good corporate attorney to help explain those obligations relevant to a particular company in a particular given circumstance.  Failure to comply with securities laws can result in a huge financial burden on the company, the founders and recipients of equity, including employees and investors, when fines are imposed or the recipients are forced to pay a much higher price for the equity than what was intended.  An experienced securities practitioner can help you find the right exemption and implement the right process to avoid fines and adverse consequences.

Protecting Your Intellectual Property and Employment Issues

It is critical to have proper employment documentation in place and such documentation should properly protect the company’s intellectual property.  Typical employment agreements include “at-will” offer letters, independent contractor agreements, consultant or advisor agreements and stock incentive award documents.  Employment laws vary from state to state so depending on what state you’re in, you may need to include specific provisions to comply with applicable state law. One of the most important employment documents which every employee (including co-founders) should sign is a proprietary or confidential information and inventions assignment agreement.  This document ensures the company’s confidential information will remain confidential and that any ideas, work product or deliverables created by the company’s employees while working for the company will be owned by the company.  These agreements generally prevent key employees who have developed significant intellectual property for the company from claiming rights in such intellectual property in the event that they leave.

Trying To Do It Yourself

For the reasons stated above and many more, one of the biggest mistakes a company can make is trying to do the legal formation work on their own or with an inexperienced legal service provider.  All of the mistakes described above are correctable but correcting them takes time and can incur greater cost than getting professional advice from the beginning.  Many firms have very reasonable startup packages for early stage companies that include both forming the company properly and providing a suite of documents covering most, if not all, of the above issues for the company’s use, for a very reasonable flat fee.  These packages are designed to get the company started and provide you with the basic forms of agreements you need to be protected.  Once these are put in place, the company is unlikely to incur significant legal costs until it raises capital or undergoes another significant event.  While a startup package fee may still seem like a significant amount of money to spend in a company’s early stages, the value is immeasurable over the life and success of the business.

_________________________

For more information about Startup Formation and other emerging growth issues, contact Kelly Laffey at klaffey@stubbsalderton.com.

FacebookTwitterGoogle+LinkedInEmail

Major Legal Pitfalls for Startups – The Case for Hiring a Lawyer before you “Start Up” – Part 1

 

In this two part series, Kelly Laffey discusses the legal pitfalls that startups can avoid when forming their company. Kelly counsels clients on issues related to corporate governance, mergers and acquisitions matters, and securities regulation and compliance. She also assists with financing for large private corporations, and entity formation and succession planning for professional services firms. Kelly provides general business counseling on a variety of up-and-coming regulatory issues for small and emerging companies that offer commercial services, allowing them to explore new business opportunities in various states. Drawing on her diverse work experience in the entertainment arena, including time spent with talent agencies, and music and television production companies, Kelly also assists on matters related to licensing, marketing, and exploitation of intellectual property rights.

___________________________________________________

In my practice as a corporate attorney, I work primarily with startup and emerging growth companies.  This article may read similar to an advertisement for legal services and there may be some truth to that.  My ultimate goal as an attorney, however, is to save startup companies time and money (and stress) in the long run by doing things right from the start which will allow the company to put more resources to work on growing the business rather than fixing mistakes that could have easily been avoided.

Attorneys are often brought it in to work with clients who have done a significant amount of the formation and organization work themselves or through an online legal service provider at a low cost.  While it is certainly understandable that a very early stage company does not want to incur more legal cost than it has to, what seem like very minor issues to founder can lead to a lot of unnecessary clean-up work and time spent determining the best way to fix those issues including if and how to disclose them to potential investors, strategic partners or others that are critical to the business.

The unfortunate fact is that errors in company formation usually come to light when a company is about to engage in its first major financing or strategic transaction and potential investors or strategic partners start doing their “due diligence” on the company, i.e., looking into its formation documents, the founder agreements, employment agreements, etc.  This is often a critical time for the company as the founders have begun conversations with potential investors or a strategic partner, built momentum and are usually geared to start scaling the business. When the problem areas are identified and those activities are put on hold, it can cause a panic at the company, requiring lawyers to address the errors on a tight timeline in order to minimize the damage and not lose momentum. The result is typically a very high legal bill for a financing or strategic transaction.

In this two-part series, I describe some common legal issues encountered by startups that are not properly considered without legal counsel and which, when thoughtfully discussed with legal counsel prior to forming the company, should spare the company from legal expenses for corrective measures.

Choosing the right entity AND the right jurisdiction for you.

One of the first decisions a new company has to make is what legal entity form to take.  There are without a doubt dozens of articles that say you should be a C-corp for these reasons or you should be an LLC for those reasons.  Maybe you’ve read or know something about S-corps and you think that sounds like a good idea.  The reality is that the right entity form for your company is very specific to the facts and circumstances of your company.  Factors we consider include, among others: How many founders are there? How many employees will the company have? Will the company raise money from VCs or angels (and if so, does it expect to do so right away or will that be much further in the future of the company)? What is the anticipated size of the business? In what industry does the business operate? What might make the most sense now might not serve as the best form later and the form of entity can generally be changed later if necessary.  These are all factors a good lawyer or tax advisor can talk through with a new business and provide guidance regarding which options to select based on the company’s business plans.

The less often thought about issue is where to form the company.  As a lawyer practicing in what’s been termed “Silicon Beach,” most of our clients are based in California and so many assume they should organize or incorporate in California.  For some companies, being formed in California is perfectly fine, however, California can also be problematic for a number of reasons.  Many outside investors do not like to invest in California entities because California does not have the established corporate jurisprudence that Delaware has and so there is an element of unpredictability in California.  Companies will often be advised to incorporate in Delaware because Delaware corporate law is seen as both business and investor friendly.  However, if a company incorporates in Delaware, it has to engage a registered agent located in Delaware and so for some companies, it does not always make sense to pay the registered agent fees. Other factors to consider when choosing a jurisdiction are filing fees, franchise taxes and required annual filings. These are all considerations a corporate lawyer can help startups navigate.

Division of Ownership; Dilution and Vesting.

This can be an awkward conversation amongst founders but it is an important conversation to have early on in the life of the business.  How much of the company should each founder own? What is each founder bringing to the company in terms of skills, resources and service and how do we value what each founder adds? How much dilution are the founders willing to endure and from which sources, i.e., outside investors, an employee option or stock pool, venture debt transactions, etc.? Should the equity be subject to vesting and continued service to the company?

I’ve often encountered very early stage clients who have 2 to 3 initial founders and they have already diluted themselves by giving away equity such that together, they own less than half of the company.  Founders are so passionate and focused on developing the idea and growing the business, they don’t necessarily have good insight when it comes to managing the cap table.  Further, I’ve seen companies provide equity grants to service providers or intended partners of the business without subjecting the grants to vesting or continued service to the company over time.  We typically recommend that all service-related equity vest over a certain number of years to ensure the company is getting the intended value in exchange for that equity.

_________________________

For more information about Startup Formation and other emerging growth issues, contact Kelly Laffey at klaffey@stubbsalderton.com.  Stay tuned for Part II of the Startup Pitfalls Series on Monday, October 16th.

FacebookTwitterGoogle+LinkedInEmail

SAM Encourages You to Attend “Women Founders Network Fast Pitch Event” – October 19th!

Women Founders Network:
Building the Female Entrepreneur Ecosystem

Women Founders Network

WFN connects women founders building high-growth businesses not only with the required capital but also with the resources, connections, mentorship and sponsorship they need to grow scalable, transformative, successful businesses. WFN has awarded and directly invested $485,000 in women-founded companies in the past four years, and alumni have gone on to raise over $37 million in funding.

FAST PITCH EVENT: 
OCTOBER 19, 2017 from 5:00-9:30pm

LOCATION:
California NanoSystems Institute (CNSI) at UCLA
570 Westwood Plaza, Building 114, MC 722710, Los Angeles, CA 90095-7227
Parking is available on-site for $12

Early Bird Rate: $75 effective through 8/31
Regular Rate: $100 effective 9/1-10/15
Late Registration: $125 effective 10/16-10/19

Annual Fast Pitch Competition:
Women entrepreneurs apply to compete in our annual Fast Pitch Competition for a prize package of $35,000 in cash awards plus over $100K of in-kind professional services. Through two rounds of voting, the top 10 companies are selected to present on-stage at the Fast Pitch event on October 19th for the final voting round.

Top 10 Companies:
Aerosol Devices
Basepaws
Blendoor
Blue Fever
Bootstrap Legal
CONVRG
Hintd
Karmies
Reeelit
Tea Drops

AGENDA:
4:00-5:00pm – Female Funders Forum – by invitation only
VIP special event for angel investors and venture capitalists
5:00-6:00pm – Check-in & Networking Reception for Fast Pitch Event (CNSI Lobby)
Program begins – CNSI Auditorium
6:00-6:15 – Opening remarks
6:15-8:15 – Fast Pitch Presentations by Top 10 Companies
8:15-9:00 – Open networking/Vendor & Top 10 tables (CNSI Lobby); Fast Pitch Judges convene for final voting
9:00-9:30 – All guests return to auditorium for announcement of winners/award presentations

We hope to see you there! 

FacebookTwitterGoogle+LinkedInEmail