Startup founders and investors could miss out on huge tax savings if they fail to consider the potentially significant tax benefits of holding qualified small business stock (QSBS). Why it Matters Stockholders may potentially exclude from income all or a portion of any gain recognized on the […]
In times of economic uncertainty, it is important for emerging companies to recognize, prevent and address financial distress. Below is a summary of what it means for a company to be insolvent, what are the warning signs of insolvency and what steps a company can take when […]
What is founders’ preferred stock? Founders’ preferred stock (also called series FF preferred stock) addresses certain tax and accounting issues that can arise when founders decide to get early liquidity by selling shares of their stock to investors at the same price as other preferred stock sold […]
As outside counsel to thousands of VC-backed startups, we are often asked the same questions about what startups need to do after raising their first round of VC financing. Here is a quick and dirty list of those next steps. The action items below are described in […]
Board meetings are your opportunity to check in with and give an update to your bosses and get feedback and guidance from the experienced members of your board. It is common for VC-backed startups to have four to six board meetings per year, though this frequency can […]
While your financing agreements might have other requirements, below is a nonexhaustive list of the types of corporate decisions that typically require board and/or stockholder approval: Board Approval Is Required to: Stockholder Approval Is Required to: Amend the charter or bylaws. Approve significant corporate transactions (e.g., sale […]
After raising a significant amount of cash from VC investors, it is time to do a top-to-bottom review of your company’s intellectual property (IP) portfolio. To get started, here’s an overview of the four main types of IP: Patents protect rights regarding inventions and discoveries, such as […]
Get a Cap Table Platform The company’s cap table is a historical record of who owns how many shares of the company’s stock, stock options, warrants, convertibles, and other ownership stakes in the company. As a VC-backed company with a more complicated cap table, you must keep […]
Since you’ve already raised a significant VC round, you should already be familiar with the process for issuing securities to investors. Here is a refresher if you need it. Securities Laws Overview All sales, purchases, and offers to sell or purchase shares of stock or other securities […]
Adopt an Equity Incentive Plan Now is the time to adopt an equity incentive plan if you don’t already have one. Your investors likely made it a condition of financing to adopt a plan with a certain size of share reserve and certain forms of award agreements. […]
Below is a list of miscellaneous items you should complete now that you’ve raised your first significant VC round. As always, if you have any questions, please reach out to your Perkins Coie team member. Get More Insurance Coverage At the very least, you should already have […]
Should I Send Out Investor Updates? While generally not required, it is a good idea to send out regular investor updates (at least quarterly) to establish relationships with your investors, keep them informed, and potentially get ahead of any bad news that may arise. After you’ve established […]
Now that you have a VC-backed board, good corporate governance and a well-functioning board are even more necessary than when your board was made up solely of founders. Oversight and Supervision The board is collectively responsible for promoting the success of the company by directing and supervising […]
Now that you’re a VC-backed company, chances are you’re about to go hire a bunch of employees with those funds. Your investors are looking to you and your board to comply with the law and protect their investment from employee-related risks. There are numerous federal and state […]
We’re excited to introduce a multipart and ongoing series about the basics of (and some advanced topics related to) equity for startup employees and contractors. The “Human Capital” aspect of any enterprise, especially a technology company, is its most valuable asset, and we hope to highlight the […]
Stock options are the most common form of equity incentive for early-stage startups. A stock option grants the option holder the right to purchase a specific number of shares of the company within a fixed period of time at a preset “exercise” price, generally following the satisfaction […]
The U.S. federal taxation of stock options for U.S. taxpayers depends on whether the options are classified as incentive stock options (ISOs) or nonstatutory stock options (NSOs). Incentive Stock Options (ISOs) ISOs may provide a tax advantage to the holder if (i) the optionee does not sell […]
A stock purchase award (also known simply as “restricted stock”) is the sale of a share of stock in exchange for an actual cash payment (or transfer of property with a fair market value that equals the purchase price and which property is not already the company’s). […]
A stock bonus is the issuance of a share of stock without payment of any purchase price. The stock bonus can be granted subject to vesting or can be granted fully vested, such as in satisfaction of prior services rendered or as an alternative form of payment […]
Restricted stock units (RSUs) are rights to acquire stock without paying an exercise or purchase price. Vesting and settlement must comply with Internal Revenue Code Section 409A. Generally, shares must be issued (and taxation triggered) shortly after the vesting date. While private companies commonly use a liquidity […]
