Archive for the ‘Lawyering’ Category

The Shifting Sands of Ownership Percentages

“Dilution” is one of the most discussed topics in the startup community. goodcounsel often advises startups on the implications of dilutions. In this post we describe some common scenarios, and explain what happens in terms of dilution.

Equity Basics

Some clarification on confusing equity-related terminology Founders often ask us about the meaning of certain equity-related terminology. We thought it would be useful to explain some commonly used (but frequently misunderstood and misused) terms.

The questionable use of Terms of Use

Are your terms of use enforceable? In the olden days, customers signed agreements using quill and ink; for many, a handshake sufficed. These days, customers purchase many services and goods online. How do customers give their consent to the terms of their purchases in cyberspace [cue eerie music]? Most of our startup clients require their […]

Don’t let the CCPA stop your startup goldrush – a primer on privacy in California

The behemoth General Data Protection Regulation (GDPR) governs the European Economic Area*. By contrast, no federal privacy regulation applies across all U.S. states. A company must comply with regulations of the states in which it does business. As a practical matter, compliance is geared towards the state with the most stringent regulations. Effective January 1, […]

Entity type: corporation or LLC?

Founders often come to us before they have formed a legal entity, seeking advice about the type of entity to form –usually it is between the two most common entity types, limited liability companies (LLCs) and corporations. The type of entity will not determine whether the business succeeds or fails. Still, entity selection merits consideration. […]

The risks of complexity in 737s – and contracts

I’ve been keeping up on the Boeing 737 MAX 8 story/debacle, which has many fascinating aspects to it, among them: how a storied company like Boeing, whose brand is entirely dependent on the perception of safety, could sacrifice safety for short-term gain, and what happens when regulators can no longer keep up with the companies […]

Avoiding the e-valanche

Just about everyone can relate to the challenge of trying to get work done in the face of an endless torrent of emails and the expectations of constant availability and immediate response. Yet the reality is that this situation is incompatible with completing work that requires extended focus (which is to say, most work). We […]

Do big-company GCs know how awful their form contracts are?

It’s a question I sincerely wonder about. (If any big-company GCs are reading this — call me!) I often represent startup clients in negotiations with counsel for large companies, and strangely, while the caliber of their attorneys is generally high, the quality of their contract forms is, on average, awful. How can this be?

Convertible notes versus equity debate – my simple take

Fred Wilson (always worth reading) has once again posted some views in the (perhaps a bit tired) debate about whether entrepreneurs should raise seed financing using convertible notes (or their close cousins, SAFEs) or priced equity. (Wilson’s original post was all the way back in August 2010.) Amazingly, though posted only a month ago, there are 98 […]

Introducing Counsel-as-a-Service™

In the days of yore, when dinosaurs roamed the earth (or thereabouts), goodcounsel offered “fractional general counsel” services. The idea of providing part-time counsel to growing, entrepreneurial companies (like those for which I had previously worked) was sound, but offering it a certain number of days each month was, in retrospect, flawed. If the billable […]