From the category archives:

Five-minute lawyer

Five-minute general counsel: when should I consider a convertible bridge?

5 September 2010

I have more than one client currently considering convertible bridge notes as a parallel angel/seed round funding technique, and I have one who recently closed a small convertible note that will convert in the upcoming seed round. What’s a convertible bridge note? A convertible bridge note is a not-uncommon financing instrument in venture capital. This [...]

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Five-minute general counsel: What is due diligence?

9 August 2010

Due diligence is the catchall phrase used to describe both the amorphous investigative process that prospective investors and acquirors go through before, during, and after their initial decision to proceed with a transaction with your company as well as the materials (paper, electronic, and Q&A) that they and their advisors receive in response to their [...]

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Why you should back away from reverse mergers

18 June 2010

This LinkedIn question asking about reverse mergers is a question I’ve answered for a lot of entrepreneurs who get pitched by these folks and are invariably misled confused about where, how, and whether this deal brings money into the company. “What is a reverse merger or reverse IPO?” Short answer: “reverse merger” is almost always [...]

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Getting crowdfunding wrong

28 May 2010

Here’s a link to a brief article about crowdsourcing as applied to startups. Grade for this article? Nominally 80% for 4 out of 5 right, but the wrong answer on financing can kill a company. This one gets a #FAIL from me. Hearkening back (or forward, since I don’t know if I’ve posted it yet) [...]

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Crowdfunding a startup: rags or riches?

20 May 2010

Crowd-everything is super hot, and super cool. The vastness of Wikipedia alone is sufficient to teach every one of us that when “crowd” is applied to your field, really neat and seemingly impossible things can happen. To me, “crowd” is just the plural of “open,” as in open data. But crowd doesn’t always work, and [...]

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Why I write

20 May 2010

Many of my readers have seen my “Five-minute General Counsel” blog post series. The idea is to give readers an informed opinion that, while not specific to their situation, highlights some of the major issues involved in various decisions, such as whether to form an LLC or corporation for your tech startup. (Hint: read this [...]

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Why is asking “LLC or Corp?” the wrong question?

2 May 2010

Here’s another LinkedIn-derived question that merits a better answer. The question was essentially whether the fellow with some IP to build a business on should form an LLC or a corporation. In typical LinkedIn fashion, off-the-cuff answers that are specific end up being wrong. In my mind, if someone is asking this question, they either [...]

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Five-minute lawyer: how to plan a nonprofit

25 October 2009

You’ve probably already seen our Five-minute Lawyer post on How to Form a Nonprofit, but sometimes people are at an earlier stage of the process, where they haven’t figured out what they exactly want to do. This process looks a lot like planning a for-profit business in the early stages, but here are a few [...]

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Five-minute general counsel: compare ownership structures

12 October 2009

I often get questions asking about entity selection when someone is considering incorporating. Here is a summary of some general ownership structure issues. What do all these entities do? This introduction will make it easier for you to come up with questions that will help you select the best alternative for your specific situation. There [...]

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Five-minute general counsel: incorporate a tech startup

12 October 2009

Another LinkedIn user asked about how to structure a startup that would be a typical VC-funded software company. Here’s my edited answer: As someone who’s represented dozens of startups, closed probably 100 venture deals, and cleaned up too many small companies to count, there is in fact a right way and wrong way to do [...]

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