siegel

9 ms·

31.
by siegel 7y ago
There is a six-year statute of limitations on patent infringement claims. But there is a separate doctrine called "laches" that says that, notwithstanding any statute of limitations, if a plaintiff sits around on their rights, th
32.
by siegel 7y ago
This is true, but starting as an LLC and converting to a C corp does have a potential QSBS benefit, if you are able to meet the 5-year holding period. The QSBS deduction is the greater of $10 million or 10 times your adjusted basis at the
33.
by siegel 7y ago
There is significantly more price variation in legal services than many (particularly in this cohort) seem to recognize. I admit my own bias here, but I don't quite understand why many in the startup world feel the need to go to 1000+
34.
by siegel 7y ago
Lawyers are subject to ethical requirements that are not imposed on non-lawyers. And those ethical requirements are just that - requirements. If a lawyer breaks them, they jeopardize their entire careers. There's no equivalent for a
35.
by siegel 7y ago
I would take a look at your employment agreement first. You might not have much of a choice but to talk to them for a number of reasons - IP assignment issues, conflict of interest policies, etc...This is the kind of thing where you want t
36.
by siegel 7y ago
Just want to qualify this a bit - a post-termination non-compete wouldn't apply. But employers have a lot more flexibility while you are still employed.
37.
by siegel 8y ago
Well, let's say there are two co-founders who start a company they are bootstrapping. They don't pay themselves for the first 3, 6, 9 months or maybe even a year. Isn't that typical? Then let's say they have a dispute,
38.
by siegel 8y ago
I see two broad (but fuzzy) lines that can be drawn: 1) The requirement to pay at least minimum wage (i.e. not pay people in equity) should apply to anyone who is functioning in a traditional “non-exempt employee” capacity. This shouldn’t
39.
When should startups have to start paying employees?
1 points by siegel 8y ago|4 comments
40.
by siegel 8y ago
Query whether this needle can't be threaded by allowing the board to waive liquidation preferences, so long as the investor board member(s) approve. I agree with you that a certain level of investor protection is needed to prevent fra
41.
by siegel 8y ago
I think the comments you've received here are spot on. But wanted to make one additional comment for your friend. If I had to guess, the Series A terms provide that in order to issue new shares on parity with or senior to Series A sha
42.
by siegel 8y ago
So, this is a Delaware C Corp? Have you filed your annual report and paid your tax-year 2018 taxes? If not, you need to do that. You will also, at this point, have to file an annual return and pay 2019 taxes. Once that is done, you can
43.
by siegel 8y ago
As an attorney who does this type of thing, I can comment on a few of these things: 1) 1x-2x multiplier isn't offbase historically. Remember, though, that not every niche brand can be maintained on a part-time basis without touching s
44.
by siegel 8y ago
You'll certainly want to research the investor and see how credible they are. It's somewhat difficult to know how serious they are, but credible investors don't typically waste their time if they aren't serious about a
45.
by siegel 8y ago
I don't see why you would waive your voting rights. It's not even necessarily a good thing for your co-founders, as they get diluted as compared to future investors (i.e. they might WANT your vote later). Investors care about dea
46.
by siegel 8y ago
As an attorney who almost exclusively represents startups and their founders, there's no question you need a lawyer. You pretty much certainly are legally partners with your co-founder. The informality of it is irrelevant. Having a s
47.
by siegel 8y ago
Depends on the wording of your ToS, of course. But a business customer will have a harder time avoiding the terms of your ToS than an individual consumer, at least. It's generally best to have some mechanism to show they actually acc
48.
by siegel 8y ago
A strong NDA is probably more beneficial than the earnest deposit. Think of it this way - if their plan is to just do some diligence and copy your business, how will the 5% earnest money stop them? 5% of the purchase price is much cheaper
49.
Help the Blockchain Economy: Ditch Utility Tokens, Use Reserve Coins(nasdaq.com)
2 points by siegel 8y ago|0 comments
50.
by siegel 8y ago
First things first, this is not remotely common from anything I've seen and I've reviewed a lot of employment agreements in M&A contexts. Second, I'd be curious what they are referring to as "disparagement." Is
51.
by siegel 8y ago
Not exactly. The prior test used in California already looked at who had the right to control or direct the work of the putative contractor. The new test requires the company to prove that it does not fundamentally control or direct the pe
52.
by siegel 8y ago
There's a simple reason the decision does not provide the explanation you are looking for: that's not the role of the court. The California legislature, by statute, and the Industrial Welfare Commission, established that there ne
53.
by siegel 9y ago
The issue with that is that he would need to transfer the IP from the UK entity to the US entity, right? And, at that point, that would be a taxable transaction for sure.
54.
by siegel 9y ago
I've worked with plenty of startups that bring on a top-flight sales person who is referred to as a co-founder, but typically the equity grant is much lower than a typical co-founder (more in the 5% or so range). There are a number of
55.
by siegel 9y ago
Well, you can have a lifestyle startup, but not where it's a lifestyle startup for one founder and not the other...You are correct, however, that the OP might be sufficiently committed from the objective standpoint of contributing to m
56.
by siegel 9y ago
Am I correct in assuming you are not a US citizen nor do you have assets in the US? But the investor and debt holders are in the US? If all of this is true, effectively, I have a hard time imagining anyone pursuing you legally. Just too
57.
by siegel 9y ago
It's certainly not unheard of. But you are going to be paying a hefty commission. And if it's a sale of you current product "and team," what would be going to the investors vs. being reserved for employee incentives po
58.
by siegel 9y ago
I disagree with almost none of this. I would just note two quick things: 1) Due diligence requests are made by the investor, not offered by the company. So, it's not about the company's desire for full disclosure or the company&
59.
by siegel 9y ago
If it's a formal equity seed round, there is very likely to be diligence. The requests are often not that different than the Series A list in original post. But, generally speaking, a seed stage company has significantly less documen
60.
by siegel 9y ago
Sadly, this question cannot be answered based on this information. When you say "pivoting to something completely different," are you going to be using IP developed as part of the current company? If so, starting a new company wi

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