Start-Up and Early-Stage

Start-Up and Early-Stage

Many businesses begin with great ideas, but inspiration alone isn't enough to make a business successful. The right guidance is essential, from choosing the right form of business entity, to identifying and attracting the right team, identifying and protecting intellectual property and strategic advantages, securing financing, and more.

Our practice is based on over 25 years of experience working with early-stage enterprises in many fields, including rapidly evolving fields like software and information technology, professional and financial services, renewable energy and clean energy technology, robotics, pharma and medical device. We have worked with hundreds of startups and businesses from their inception onward, identifying and resolving questions that startups face, including:

Entity selection

The most common choice for a startup is between a limited liability company, or LLC, and a so-called C-corporation. Click here for our quick guide on how to decide.

Identification of and guidance regarding intellectual property concerns

What is the innovation that will give the venture its sustainable “unfair advantage”? What intellectual property rights or innovative business practices are available to protect it?

Identifying the Team

Who will participate in the venture? Are all inventors, contributors, and co-founders included or accounted for, and have they all forward contributed to the entity the intellectual property rights and opportunities that will carry the venture?

Equity allocation

It's simple: there is always, at every point in the venture's life cycle, exactly 100% of the enterprise to allocate to founders, investors and everyone else. To begin with, who among the founding team gets what shares of equity? What about vesting, and returning shares to the company if a founder leaves? How does dilution work, and is it bad? When should the startup switch from founders' shares to stock options, and why? How will outside financing affect the equity allocation?

Negotiation of financing

How will the venture fund its initial activities? Is federal research assistance available through SBIR, STTR, other government sources or, for university-based startups, campus-based grants or competitions? What are the advantages and disadvantages of convertible notes, SAFES and other delayed-dilution financing tools? When it is time to seek dilutive equity, how should the startup establish and defend its pre-money valuation? What will the cap table, and the founders’ ownership percentage, look like after the investment round? Click here to use our Series A Dilution Calculator and Cap Table Generator.

Employment issues

Startups often attempt to engage non-employee consultants or "independent contractors," only to find out later that they have inadvertently created an employer-employee relationship under federal or state law. The relevant law in this area can be counter-intuitive, so this mistake is common, as well as being costly and distracting to startups. Knowledgeable legal guidance helps to establish relationships with co-founders and service providers while avoiding these issues.

Securities

Every issuance of securities – even the most user-friendly SAFE -- needs to be either registered with federal and state securities regulators or exempt from registration. Our office can help determine which category your issuance of stock falls into.

Negotiation of transactions

Early-stage partnering, co-development and service agreements can present significant issues. Big questions frequently arise regarding, e.g., who owns improvements to the core innovation? What kind of exclusivity is appropriate, and what other market benefits should an early-stage strategic partner get? What happens if and when the partnership ends?

We know what's important to startups, and what can and should be negotiated in their dealings with other parties. We understand the steps to take in the development of a business, and can guide clients through the process knowledgeably and efficiently.

Contact O'Connor Law Office at goconnor@gpoconnorlaw.com.

Contact O’Connor Law Office

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