Supporting Start-Ups From Ground Up
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This document discusses legal and business considerations for start-up companies. It provides an overview of the start-up and funding process, which includes identifying market opportunities, assessing business feasibility, and engaging advisors to form and finance the company. Initial business considerations include defining the market opportunity and competitive advantages. Initial legal considerations involve choosing an entity structure, protecting intellectual property, executing founder and shareholder agreements, and considering funding options. The document emphasizes that consulting an experienced attorney early in the process is important due to the complex legal framework.
Supporting Start-Ups From Ground Up
- 1. E-Factor Supporting Start-Ups from Ground Up An Overview of Business and Legal Considerations
- 2. Beth A. Di Santo, Esq. About the Speaker & Di Santo LLP Managing Partner, Di Santo LLP Beth is a corporate and real estate attorney specializing in securities offerings, securities law compliance and corporate governance, mergers and acquisitions, venture capital financing and real estate transactions. Beth routinely represents start-up companies, angel investors and venture capital firms in structuring and negotiating venture capital and private equity investments. Beth is the Founding Partner of Di Santo LLP, a full service law firm with offices in New York and Miami. The Firm specializes in all aspects of corporate and securities law, emerging companies and venture capital, commercial litigation and regulatory investigations, entertainment and new media Di Santo LLP matters, intellectual property, and real estate 1000 Brickell Avenue, Suite 920 transactions and finance. The firm has structured Miami, Florida 33131 and negotiated a wide range of transactions from P: +1 (305) 587-2701 multi-million dollar securities offerings and private E: bdisanto@disantolaw.com placements to complex mergers and acquisitions. Di Santo LLP: Supporting Start-Ups From the Ground Up 2
- 3. Start-Up & Funding Process Identify Market Assess Feasibility Engage Advisors: Opportunity & of Business Competitive Model & Financial Form & Finance Advantages Projections Company Di Santo LLP: Supporting Start-Ups From the Ground Up 3
- 4. Initial Business Considerations 1. Market Opportunity: Define the market opportunity for your company. 2. Competitive Advantages: Identify competitive advantages that distinguish your product or service. 3. Valuation: Create a workable revenue model and supportable financial projections. Pre-Money vs. Post-Money 4. Management Team: Select management team candidates and board of advisors, preferably with experience in start-ups in your industry. 5. Funding: Project funding needs for 12-18 month period. 6. Objective: Define the exit strategy for the company and investors. Di Santo LLP: Supporting Start-Ups the From Ground Up 4
- 5. Initial Legal Considerations 1. Choice of Entity: Determine which type of entity is appropriate Corporation, S-Corporation, Limited Liability Company 2. IP Protection: File patents, trademarks and/or copyrights 3. Founders’ and Shareholders’ Agreements: Execute agreements amongst founders and initial shareholders with vesting requirements 4. Funding Options: Consider all funding options for working capital needs Convertible Note, Series A Preferred Stock, Common Stock 5. Operational Agreements: Execute protective agreements needed to operate your business. 6. Employees vs. Independent Contractors: Hot button issue to avoid Di Santo LLP: Supporting Start-Ups From Ground Up
- 6. Conclusions A variety of legal and business considerations need to be taken into account when structuring, forming and financing a start-up company. The legal, tax and regulatory framework to be considered is complex and can have far-reaching impacts on your ability to execute your business plan. Consult an attorney and other professional advisors with experience early in the process. Di Santo LLP: Supporting Start-Ups From the Ground Up 6
- 7. More Information Beth A. Di Santo, Esq. Managing Partner, Di Santo LLP Email: bdisanto@disantolaw.com Phone: +1 212.766.2466 (New York) +1 305.587.2701 (Miami) Fax: +1 866.428.3369 Di Santo LLP: Supporting Start-Ups From the Ground Up 7
- 8. Legal Disclaimers • For Information Only: The information in this presentation is for informational purpose only and shall not be considered legal advice. The purpose of this presentation is to provide a brief overview and not a comprehensive assessment of the spectrum of legal and business issues involved in forming and financing a start-up. • Attorney-Client Relationship: No attorney-client relationship is established by virtue of this presentation or question & answer session. Di Santo LLP: Supporting Start-Ups From Ground Up 8