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Start-Up & Emerging Companies: Planning, Financing & Operating the Successful Business brings you the legal and business savvy of leading experts, investment banking and venture capital firms.

Here's all the practical information you need to organize, finance and run a new enterprise. Start-Up & Emerging Companies: Planning, Financing & Operating the Successful Business brings you the legal and business savvy of leading experts from law, investment banking and venture capital firms. You'll find extensive coverage of: the venture financing process and negotiating strategies; corporate, securities and tax laws; corporate governance; registration and investor rights; the interplay between business and legal considerations; limited liability companies; joint ventures and strategic alliances; employee benefit plans; stock options; contracts; accounting procedures; intellectual property strategies; merger agreements and ancillary documents; exit strategies; and developments in Internet law and e-commerce.

In addition, this book features over 75 sample forms, clauses, agreements, checklists and term sheets online, including: documents for use in the formation of a corporation; organizational resolutions; employment agreements and offer letters; and forms for meetings of shareholders and boards of directors. For anyone starting a new enterprise or overseeing its growth, this is the ideal legal guide.

Book #00592; looseleaf, two volumes, 2,113 pages; revised edition published in 1997, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-031-9.

Additional Information
SKU 592ONL
Division Name Law Journal Press
Volumes 2
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-031-9
Page Count 2113
Edition 0
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You're reviewing:Start-Up & Emerging Companies: Planning, Financing & Operating the Successful Business with Forms
With Contributing Experts
Gregory C. Smith
Gregory C. Smith.(Editor and author of Chapter 4 “Federal Securities Law Considerations of Raising Capital: A Practical Guide,” Chapter 8 “Venture Capital Analysis and Negotiation,” Chapter 9B “Registration and Investor Rights Agreements” and Chapter 23 “Sample Start-Up Company Forms” and other designated Sections). Mr. Smith is the founding partner of Woodside Counsel, P.C., a boutique law firm that specializes in the representation of start-up and emerging growth companies and the investors and professionals that work with them. Previously, Mr. Smith practiced corporate law for over twenty years at the law firms of Skadden, Arps, where he assisted with the opening of their Palo Alto office and served as a corporate partner for over a decade, and Cooley Godward, where he also served as a corporate partner.Mr. Smith has significant experience in the areas of corporate finance, mergers and acquisitions, licensing and partnering transactions and corporate restructurings for public and private companies, both internationally and domestically. He has also represented numerous underwriters and financial advisors in a broad array of financing, restructuring and acquisition transactions.Mr. Smith has been selected for inclusion in publications such as Chambers Global: The World's Leading Lawyers and Chambers USA: America’s Leading Lawyers for Business. He also was one of the “Top Twenty Under Forty” in 2002 in the California Law Business section of The Daily Journal.Mr. Smith has an active interest and background in music and the performing arts. While at Stanford University, he was winner of the Stanford Concerto Competition (piano) and the Dean of Humanities and Sciences Award in music. In addition, he has appeared as a soloist with the Utah Symphony on several occasions and continues to perform from time to time. Mr. Smith has served on the Board of Directors of the Friends of Music at Stanford University.Mr. Smith received his B.A. from Stanford University in 1985 with a double major in music and history (with distinction; Phi Beta Kappa) and his J.D. from Columbia Law School in 1988, where he was a Harlan Fiske Stone Scholar.
Volume 1

CHAPTER 1
Initial Decision on Choice of Entity

John B. Power and Richard S. Kolodny
§1.01 Scope of Chapter
[1] Introduction
[2] Overview of Chapter
§1.02 Summary of Major Considerations in Choice of Entity
[1] Checklist of Characteristics
[2] Additional Factors to Consider
§1.03 Preliminary Considerations
[1] Introduction
[2] Gathering Information
[3] Regulatory Considerations
[4] Governing Law
[5] Formation and Maintenance Costs
[6] Deadlock and Dissolution
§1.04 The Role of Counsel
§1.05 Sole Proprietorships
[1] Fundamental Characteristics
[2] Formation and Maintenance Costs
[3] Governing Law
[4] Continuity of Existence
[5] Transferability of Interests
[6] Ease of Changing the Entity
[7] Conclusion
§1.06 General Partnerships
[1] Preliminary Considerations
[2] Governing Law
[3] Formation of the General Partnership
[4] Formation and Maintenance Costs
[5] Informal Partnerships
[6] Liability for Partnership Obligations
[7] Management and Control
[8] Mutual Agency of Partners
[9] Fiduciary Relationships
[10] Continuity of Existence
[11] Transferability of Interests
[12] Conclusion
§1.07 Limited Partnerships
[1] Preliminary of Considerations
[2] Formation of the Limited Partnership
[3] Formation and Maintenance Costs
[4] Governing Law
[5] Limited Liability
[6] Management and Control
[7] Fiduciary Relationships
[8] Continuity of Existence
[9] Transferability of Interest
[10] Conclusion
§1.08 Corporation
[1] Preliminary Considerations
[2] Formation of the Corporation
[3] Formation and Maintenance Costs
[4] Governing Law
[5] Limited Liability
[6] Piercing the Corporate Veil
[7] Management and Control
[8] Fiduciary Obligations of Directors and Officers
[9] Continuity of Existence
[10] Transferability of Interests
[11] Accommodation to Alternative Forms of Capitalization
[12] Statutory Close Corporations
[13] Conclusion
§1.09 Specialized Entities
[1] Overview
[1A] Limited Liability Companies
[2] Joint Ventures
[3] Professional Corporations
[4] Business Trusts
[5] S Corporations
[6] Limited Liability Partnerships and Limited Liability Limited Partnerships
§1.10  Indemnification and Insurance
[1]  Overview
[2]  Indemnification
[3]  Indemnity Agreements
[4]  Director and Officer Insurance
§1.11  Form: Indemnification Agreement (Delaware Corporation)

CHAPTER 2
Legal Mechanics of Organizing Corporations

Mark G. Borden
§2.01 Introduction
§2.02 Selection of Corporate Name
§2.03 Choice of State of Incorporation
[1] Consideration for Issuance of Stock
[2] Stockholder Consents
[3] Voting Agreements
[4] Election of Directors
[5] Number of Directors
[6] Appraisal
[7] Call of Stockholders Meetings
[8] Anti-Takeover Statutes
§2.04 Articles of Incorporation
[1] Name of the Corporation
[2] Purposes and Powers
[3] Authorized Capital
[4] Name and Address of Resident Agent
[5] Duration
[6] Other Permissive Provisions
[7] Filing of the Articles
§2.05 Bylaws
[1] Meetings of Directors
[2] Voting Rights
[3] Officers
[4] Indemnification
[5] Fiscal Year
§2.06 Organizational Meeting of Directors
§2.07 Other Mechanical Steps
[1] Corporate Seal
[2] Stock Book and Minute Book
[3] Application for Employer Identification Number
§2.08 Certain Tax Considerations
[1] Section 351
[2] Thin Capitalization
[3] Organizational Expenses
§2.09 Foreign Qualification
§2.10 “Doing Business as” and Fictitious Business Names
§2.11 State Information Filings
§2.12  Reports to Shareholders
§2.13 Other Agreements
§2.14 Form: Sample Organizational Resolutions

CHAPTER 3
Mechanics of Forming Partnerships

Susan Cooper Philpot
§3.01 Introduction
§3.02 Formation Documents
[1] General Partnership
[2] Limited Liability Partnership Registration
[3] Certificate of Limited Partnership
[4] Certificate of Limited Liability Limited Partnership
[5] Limited Liability Company Articles of Organization
§3.03 The Partnership Agreement
[1] Name
[2] Term
[3] Purpose
[4] Designation of Agents and Officers
[5] Admission of Partners
[6] The Capital Account
[7] Capital Contributions
[8] Allocations of Profits and Losses
[9] Distributions
[10] Governance
[11] Compensation of Management
[12] Fiduciary Duties; Exculpation and Indemnification
[13] Meetings and Voting
[14] Transferability of Interests
[15] Buy/Sell Arrangements
[16] Books and Records
[17] Withdrawal and Expulsion
[18] Dissolution and Termination
[19] Amendments
§3.04 Other Partnership Formation Matters
§3.05 Special Considerations for Partnership Entities
[1] Income Tax Treatment
[2] Cost and Complexity of Formation and Maintenance
[3] Raising Capital
[4] Employee Equity Incentives
[5] Acquisition Structures
[6] Exit Strategies
§3.06 Businesses Best Suited to the Partnership Form
§3.07 Form:Sample Limited Liability Company Operating Agreement
[1] Introduction
[2] Sample Form

CHAPTER 4
Federal Securities Law Considerations of Raising Capital: A Practical Guide

Gregory C. Smith §4.01 Overview
§4.02 Statutory Framework
[1] The Concept of a Security
[2] An “Offer”
[3] A “Sale”
[4] Section 5 of the Securities Act
§4.03 Exemptions
[1] Private Placement Exemptions
[2] Other Exemptions
[3] Integration of Public Offerings and Private Placements
[4] Minimum/Maximum and All-or-None Offerings
[5] Placement Agents or other Selling Representatives
§4.04 Antifraud Disclosure Obligations
[1] Section 12(a)(2) of the Securities Act
[2] Rule 10b-5 of the Exchange Act
§4.05 Remedies
[1] Violations of the Registration Requirements of Section 5—Section 12(a)(1)
[2] Violations of the Antifraud Provisions
§4.06 Chart Summarizing Exemptions

CHAPTER 5
State Securities Laws Considerations of Raising Capital

Bruce E. Johnson
§5.01 Introduction
[1] Overview of the State Securities Laws
[2] Applicability
[3] Registration or Exemption? Development of the State Securities Laws
§5.02 Development of the State Securities Laws
§5.03 Jurisdictional Bases
[1] Summary
[2] “Offer” or “Sale”
[3] “Security”
[4] “In the State”
§5.04 Raising Capital—Exemptions from Registration
[1] Registration Requirement
[2] Exemption for the Security
[3] Exemption for the Transaction
[4] Organizational Exemptions
[5] Exemption for Small Offering
[6] Institutional Investor Exemption
§5.05 Rule 506 Limited Offering Pursuant to Regulation D
[1] Background
[2] Requirements for Rule 506 Offering
[3] State Notice Filing Requirements
[4] Sales Commissions
[5] New York
§5.06 Exemption for Limited Public Solicitation of Accredited Investors
[1] Generally
[2] General Announcement of the Offering
[3] Electronic Posting and Delivery of Additional Information
[4] Conditions of Exemption
§5.07 Unusual Limited Offering Exemptions
[1] Summary
[2] California
[3] New York
[4] Texas
§5.08 Uniform Limited Offering Exemption (ULOE)—Regulation D
[1] Background
[2] Election of Rule 505 Exemption
[3] Rule 505—Provisions of the ULOE
§5.09 Employee Benefit Plan Exemptions
[1] Summary
[2] State Exemptions Based on Rule 701
[3] Benefit Plan Exemptions
[4] Coverage of the Plan
§5.10 Broker-Dealer and Agent Registration Exemptions
[1] Summary
[2] Broker-Dealer Registration or Exemption
[3] Agent Registration Exemptions
§5.11 Public Offering Pursuant to Rule 504 of Regulation D or to Regulation A
[1] Registration of Securities for a Small Public Offering
[2] Qualification Procedures
[3] Review Standards
[4] Small Corporate Offering Registration
[5] Selling Agent
§5.12 Coordinated Equity Review
§5.13 Civil and Criminal Liabilities
[1] Summary
[2] Administrators Powers
[3] Criminal Penalties
[4] Civil Liabilities

CHAPTER 6
[Reserved] 

CHAPTER 7
The Venture Financing Process

Alan E. Salzman and L. John Doerr§7.01 Overview
§7.02 Developing a Company Financing Strategy
[1] The Key Components
[2] Determining Capital Requirements
[3] Evaluation of Financing Alternatives
[4] Relationship of the Financing Strategy and the Business Plan
[5] Valuation
§7.03 The Business Plan
[1] Overview: The Functions of a Business Plan
[2] Executive Summary
[3] Company Description
[4] Management
[5] The Product
[6] Marketing and Sales
[7] Manufacturing Operations
[8] Corporate Organization
[9] Financial Statements and Projections
[10] Appendices
§7.04 Working with Venture Capitalists
[1] Overview and Objectives
[2] Initial Contacts
[3] Presentation
[4] Due Diligence
[5] Negotiations and Closing
§7.05 Form: Term Sheet for Venture Capital Investment

CHAPTER 8
Venture Capital Analysis and Negotiation

Gregory C. Smith§8.01 Overview
§8.02 Analysis and Negotiation of Key Provisions
[1] Valuation and Capitalization
[2] Investor Participation
[3] Terms of the Security
[4] Investor Rights Agreement
[5] Co-Sale and Right of First Refusal Agreements
[6] Stock Purchase Agreement
[7] Additional Provisions
[8] Optional Provisions
§8.03 Down-Round Term Sheets
[1] In General
[2] Gross-Up Provisions
[3] Preference and Participation
[4] Voting
[5] Forced Conversion
[6] Drag-Along Rights
[7] Anti-Dilution
[8] Pay-to-Play
[9] Fiduciary Duty
[10] Management Considerations
§8.04 Form: Standard Term Sheet
§8.05 Form: Simple Term Sheet
§8.06 Form: Down-Round Term Sheet

CHAPTER 9
Stock Purchase Agreements

Henry P. Massey

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