Entrepreneurs are used to juggling many roles on their way to building a great company –you’re a founder, employee, director and officer. When you’re wearing the director “hat” for a private Delaware corporation, make sure to be mindful of your fiduciary duties to limit potential personal liability. This is a complex area of the law,…

Most high growth companies that are set up for venture capital funding don’t use a stockholder agreement We sometimes get asked whether founders should put in place a “stockholder agreement” at the time of formation.  People have different practices but in my experience most companies do not use a stockholder agreement at the time of… Read more »

Early-stage companies frequently overlook many fundamental legal needs and issues surrounding the onboarding of service providers.  Here are a few considerations for early-stage companies as they engage workers, and tips to avoid pitfalls that could lead to significant liability. Agreements for Service Providers All service providers should enter into written agreements before the service relationships… Read more »

Acqui-hires are all the rage, as I’m sure you’ve heard.  Let’s discuss what these deals are, how they are structured, and some things to consider if this is your path. What is an Acqui-hire? An acqui-hire basically is a fancy way to say your company is being bought predominantly for the fabulous team you’ve assembled… Read more »

If your company is a Delaware corporation, you need a board of directors. Delaware law provides that the business and affairs of every Delaware corporation shall be managed by or under the supervision of a board of directors.  However, a single director is sufficient and you can serve as a director of your own company… Read more »

Why Do You Need a Minute Book? Whether you have organized your corporation in Delaware, California or any other state, your existence as a corporate entity begins with the filing of your organizational “Certificate of Incorporation” or “Articles of Incorporation” (states differ on what they call this document; Delaware uses “Certificate of Incorporation”).  After this… Read more »

UK review by Chris Coulter Why Hire a Contractor? Many companies hire contractors so they can have more hands on deck during busy times without the ongoing commitment of hiring employees.  Contractors also can provide specialized expertise that can be difficult to fill from the employee workforce. Contractor Agreements are Key to Minimizing Liability and… Read more »

You may (and likely will) encounter various reasons for wanting to separate with certain employees.  These can be based on company operational needs (such as cost-cutting measures, shifts in company focus, demands of investors, and the elimination of certain roles), or concerns about particular employees (such as poor performance, lack of skill set, and lack… Read more »

Although the executive officers (such as the Chief Executive Officer and Chief Financial Officer) generally handle the day-to-day operations of the business, the board of directors is ultimately responsible for the management and oversight of a corporation.  The board of directors should meet on a regular basis in order to discuss the business and ensure… Read more »

The following chart lists the principal considerations in selecting the form of business entity and applies them to the C corporation, S corporation and limited liability company (“LLC”) entity forms. The considerations are listed in no particular order, in part because their importance will vary with each business formation depending on the nature of the… Read more »