swampthing

9 ms·

31.
by swampthing 3y ago
We (Clerky) only support Delaware because that's where practically all startups (as opposed to regular small businesses) form. In case it's helpful, we've put together a pretty extensive explanation of why Delaware has come
32.
by swampthing 3y ago
I'm a co-founder of Clerky — I think it really depends on your needs. If you're starting a true startup (as in you are going to optimize for growth, might raise money, etc.), then you'll be better off either using Clerky or
33.
by swampthing 3y ago
Great to hear! We'll definitely take a look at how we can improve this!
34.
by swampthing 3y ago
Hey, I'm one of the co-founders of Clerky :) Under Delaware law, directors are subject to fiduciary duties. E.g. duty of loyalty and duty of care. You can read more here: https://corpgov.law.harvard.edu/2020/03&
35.
by swampthing 3y ago
Is that accurate though? Standing on a street and yelling at people actually requires effort, and arguably some risk. It seems more likely that a lot of these people actually do want to help others but simply didn’t consider the possibilit
36.
by swampthing 3y ago
Probably not from us, unfortunately. I hope more resources like this can be put out there by others for other jurisdictions though!
37.
by swampthing 3y ago
Oh, sorry, I didn't mean to imply you were an activist — only attempting to explain why you might see some people complain about Delaware courts. This handbook actually contains a lengthy discussion of why startups choose to incorporat
38.
by swampthing 3y ago
Yea, we try to make that clear with a notice at the top of every page. Sorry for the disappointment there. I sympathize — there are a lot of great startups and founders outside of the U.S. Unfortunately, the U.S. is the only place that h
39.
by swampthing 3y ago
Didn’t realize Cheese Board was a co-op! I’m not surprised though :) And I agree, we all owe a lot to IETF!
40.
by swampthing 3y ago
Ask and ye shall receive: https://handbooks.clerky.com/startup-incorporation/where :)
41.
by swampthing 3y ago
Same name here, re "sole proprietorship" :) I imagine it's from our shared common law background. I don't know anything about New Zealand law, but incorporating is also not a complex process in the U.S. Hopefully our ha
42.
by swampthing 3y ago
It is completely U.S. focused — we tried to be very clear about that :) Thanks for sharing this information about how it works in Germany! There definitely needs to be more content out there about how things work in other countries. I hav
43.
by swampthing 3y ago
Doubtful — in general, company and investor-side counsel alike view Delaware courts as reasonable and fair. From what I've seen, the people that have a gripe with Delaware courts are usually activists of some sort. The framing of VCs
44.
by swampthing 3y ago
Yea, I have the same preferences as you :) We’ll try and do both!
45.
by swampthing 3y ago
Thanks!
46.
by swampthing 3y ago
Yikes, sorry to hear that! Things like that are frustrating to hear, because something is clearly broken with the system, but there’s no simple quick fix for it even though it feels like there ought to be one. Hopefully we’ll have a solutio
47.
by swampthing 3y ago
Yup! For startups of the type we’re talking about, definitely Delaware :) We go into the reasons behind that here: https://handbooks.clerky.com/startup-incorporation/where If you’re building more of a small business, I
48.
by swampthing 3y ago
I can’t speak to Capbase in particular, but in general, Clerky is pretty unique in that we’re run by startup attorneys. Partially as a result of that, we have a much stronger focus on helping people get paperwork done in a way that will su
49.
by swampthing 3y ago
It’s not you — this handbook is purely about incorporation, and doesn’t go into what happens after incorporation. We go into that a bit in a handbook we wrote previously, here: handbooks.clerky.com/legal-concepts/formation#shareho
50.
by swampthing 3y ago
Hmm, I think there are probably areas where something like what you describe is true, but I don't think something like that is going on re startups in the US. From an attorney's perspective, most of the legal aspects to startups
51.
by swampthing 3y ago
Thanks! I'm very glad that the topic of PDFs came up here because we had thought about them and thought that most people would probably be happier with eBook formats. But given the conversation here, we will definitely be putting out
52.
by swampthing 3y ago
Wow, good to hear from you! We were sad to leave — are you all still there, or did you move?
53.
by swampthing 3y ago
Just to clarify, are you referring to a specific situation you're in, or are you referring to lawyers / messes in general?
54.
by swampthing 3y ago
Thanks, makes complete sense :) We'll work on that!
55.
by swampthing 3y ago
Yea, it's a topic of interest for me personally, even if they aren't common with the types of startups we serve. Do you know of any successful worker-owned software companies? The co-ops I'm familiar with are mostly REI and
56.
by swampthing 3y ago
Haha, that's why we love having founders as customers! :) FWIW we have at least the banking portion of what you described worked out. The idea is that you can pre-fill your applications with banks with the information that you entered
57.
by swampthing 3y ago
Thanks! You're right, this would be a good topic for us to cover in a subsequent handbook — in the meantime, if it's helpful, I think the way I've seen it done is pretty casual, where founders will cover expenses and then lat
58.
by swampthing 3y ago
Thank you for the kind words and excellent suggestion! Definitely helpful to know you'd pay for it :P I touched on this in another comment here, but dissolution, counterintuitively, is actually a very different ballgame. There is a lo
59.
by swampthing 3y ago
Noted!
60.
by swampthing 3y ago
Good idea — this sounds like a good topic for us to cover in a future handbook, perhaps about the post-incorporation setup process, where you're setting up the board, issuing stock, etc.

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