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Beginning with the End in Mind
Paul A. Barrera
and
Jeffrey B. Habersetzer
Law Office of Jeff Habersetzer
- presents -
Disclaimer: Any information contained in this
presentation is not legal advice. This
presentation only provides general legal
information and does not apply specifically to
any person in any specific way. No attorney-
client privilege exists between you and North
City Law, PC, or the Law Office of Jeff
Habersetzer.
Outline of Presentation
● Choice of Entity
● Initial and Interim Equity Contributions
● Business and Regulatory Formalities
● Privacy Concerns
● Intellectual Property
● Ownership Changes
● Leveraged Buyouts
● Spinoff
● Sale
● Going Public
Choice of Entity
● Sole Proprietorship
● Partnership
● LLC
● S-Corp
● C-Corp
Initial and Interim Equity Contributions
● Initial Founders
○ Collateral
○ Vesting Schedule
● Subsequent Funding
○ Angel
■ Alliance of Angels
○ Series A
○ Series B
○ Series C
Business And Regulatory Formalities
● File Incorporation
○ WA v. Delaware
● Business License
○ State
○ Local
● Register with the Department of Revenue
Privacy Concerns
● Do you collect Data from customers?
● Encryption
● Talk with a privacy lawyer about developing a privacy policy
Intellectual Property
● Trademarks
○ State
○ Federal
● Patents
● Trade Secrets
Leveraged Buyouts
● What is it?
● How does it work?
Spinoffs
● What is it?
● Why would you do it?
○ Increase Shareholder value
○ Hedge against risk
Purchase and Sale (a.k.a. mergers and acquisitions)
● Asset
○ Line of business
○ Property, Plant, and Equipment
○ Accounts Receivable
○ Inventory
○ Intellectual Property
● Stock
○ Common
○ Preferred
● Tax considerations
○ Washington excise tax
Going Public
● File with SEC
● Cost
● Timeframe
Questions?
Attorney Profile – Paul A. Barrera
Paul is the founding attorney of North City Law and concentrates on business law, trusts,
and estates. His practice seeks transform legal issues into managed risk through an
intimate understanding of our clients.
Paul enjoys helping individuals transform into entrepreneurs. He views his clients as
partners. As a former cost accountant and MBA, Paul looks at the tax attributes of start-
up, mid-life, and wind-up decisions. Paul has advised on seller-side transactions and
general civil liability of businesses. Paul counsels clients on all manner of corporate transactions, including sales
of businesses through merger, stock sales and asset sales; and other strategic business relationships.
Contact Paul:
Phone: (206) 413-7288
Email: paul@northcitylaw.com
Attorney Profile – Jeffrey B. Habersetzer
Jeff Habersetzer is a business attorney located in South Lake Union.
Jeff attended the University of Washington as an undergraduate,
majoring in History. He attended Seattle University for graduate
school where he received a Juris Doctorate and Masters in Business
Administration. Jeff currently serves on the King County Bar
Association public policy committee and is a volunteer at the Phinney
Ridge Neighborhood Legal Clinic.
Jeff specializes in business contracts, corporate formation, equity
structuring, and other general business matters. In his free time, Jeff
enjoys attending live music shows and getting outside for sporting
activities.
Contact Jeff:
Phone: (253) 222-0338
Email: Jeff@Lawbersetzer..com
© 2017 North City Law, PC. All rights reserved.

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Beginnig w end in mind

  • 1. Beginning with the End in Mind Paul A. Barrera and Jeffrey B. Habersetzer Law Office of Jeff Habersetzer - presents -
  • 2. Disclaimer: Any information contained in this presentation is not legal advice. This presentation only provides general legal information and does not apply specifically to any person in any specific way. No attorney- client privilege exists between you and North City Law, PC, or the Law Office of Jeff Habersetzer.
  • 3. Outline of Presentation ● Choice of Entity ● Initial and Interim Equity Contributions ● Business and Regulatory Formalities ● Privacy Concerns ● Intellectual Property ● Ownership Changes ● Leveraged Buyouts ● Spinoff ● Sale ● Going Public
  • 4. Choice of Entity ● Sole Proprietorship ● Partnership ● LLC ● S-Corp ● C-Corp
  • 5. Initial and Interim Equity Contributions ● Initial Founders ○ Collateral ○ Vesting Schedule ● Subsequent Funding ○ Angel ■ Alliance of Angels ○ Series A ○ Series B ○ Series C
  • 6. Business And Regulatory Formalities ● File Incorporation ○ WA v. Delaware ● Business License ○ State ○ Local ● Register with the Department of Revenue
  • 7. Privacy Concerns ● Do you collect Data from customers? ● Encryption ● Talk with a privacy lawyer about developing a privacy policy
  • 8. Intellectual Property ● Trademarks ○ State ○ Federal ● Patents ● Trade Secrets
  • 9. Leveraged Buyouts ● What is it? ● How does it work?
  • 10. Spinoffs ● What is it? ● Why would you do it? ○ Increase Shareholder value ○ Hedge against risk
  • 11. Purchase and Sale (a.k.a. mergers and acquisitions) ● Asset ○ Line of business ○ Property, Plant, and Equipment ○ Accounts Receivable ○ Inventory ○ Intellectual Property ● Stock ○ Common ○ Preferred ● Tax considerations ○ Washington excise tax
  • 12. Going Public ● File with SEC ● Cost ● Timeframe
  • 14. Attorney Profile – Paul A. Barrera Paul is the founding attorney of North City Law and concentrates on business law, trusts, and estates. His practice seeks transform legal issues into managed risk through an intimate understanding of our clients. Paul enjoys helping individuals transform into entrepreneurs. He views his clients as partners. As a former cost accountant and MBA, Paul looks at the tax attributes of start- up, mid-life, and wind-up decisions. Paul has advised on seller-side transactions and general civil liability of businesses. Paul counsels clients on all manner of corporate transactions, including sales of businesses through merger, stock sales and asset sales; and other strategic business relationships. Contact Paul: Phone: (206) 413-7288 Email: paul@northcitylaw.com
  • 15. Attorney Profile – Jeffrey B. Habersetzer Jeff Habersetzer is a business attorney located in South Lake Union. Jeff attended the University of Washington as an undergraduate, majoring in History. He attended Seattle University for graduate school where he received a Juris Doctorate and Masters in Business Administration. Jeff currently serves on the King County Bar Association public policy committee and is a volunteer at the Phinney Ridge Neighborhood Legal Clinic. Jeff specializes in business contracts, corporate formation, equity structuring, and other general business matters. In his free time, Jeff enjoys attending live music shows and getting outside for sporting activities. Contact Jeff: Phone: (253) 222-0338 Email: Jeff@Lawbersetzer..com
  • 16. © 2017 North City Law, PC. All rights reserved.