Josh is experienced drafting and negotiating a wide array of documents and guides clients through a range of transactional matters including entity formation, financing, and mergers and acquisitions.
Classifying workers as employees or independent contractors is a fundamental element of any startup’s business. The nature of a startup’s relationship with its labor force may not only help define its culture, but may also define whether the business model is sustainable.
Congratulations! You’ve formed your new company by filing a certificate of incorporation or articles of incorporation (or certificate of formation or articles of formation for an LLC) (often referred to as your “charter”) with the Secretary of State. But what should you do next?
Whether ‘tis nobler to hire employees or independent contractors is a question of individual business circumstance and need. Where one company hires employees to best control customer experience, another may prioritize the flexibility that only independent contractors can provide.
A basic questionnaire used by a company to determine whether a potential investor (e.g., individual, bank, trust, etc.) meets the wealth and/or sophistication requirements of Regulation D of the Securities Act of 1933, which may eliminate the need for the offering or issuance of such securities to be registered with the Securities and Exchange Commission.
An agreement with experts brought in to guide entrepreneurs, typically outlining any equity to be offered to advisors, as well as the advisor’s rights and responsibilities as they relate to the company.
Andrew is co-chair of the firm's Canadian Capital Markets & Securities Practice. He concentrates his practice on IPOs, public offerings, private placements, mergers and acquisitions, and joint ventures in a range of global industries, including technology, life science, mining, and oil and gas.
Cozen O’Connor was involved from the outset, helping the company protect its valuable Barcade® trademarks, handling the company’s initial operating agreement and helping navigate New York City’s myriad regulations, which can leave an emerging company bouncing like a pinball from one red flashing light to another.
Beachbody (P90X) was just a couple of guys with a great idea. At every stage of its development, from small startup to direct-marketing and fitness giant, Beachbody has relied on Cozen O’Connor for clear and comprehensive counsel. Cozen O’Connor advises Beachbody on its corporate structure and governance, financing, intellectual property registration and enforcement, employee benefits, tax planning, commercial litigation and real estate.
Rules adopted by a corporation designed to regulate its governance and management. Bylaws define how the corporation will run its affairs, set the number of directors, and describe the rights, duties and responsibilities of those who own and manage the corporation.
Keeps track of the founders' and other investors' capital investments, ownership of equity securities (and percentage of equity ownership), equity dilution, and value of equity in each round of capital investment.
A legal document relating to the formation of a limited liability company (LLC), filed with the state. Sometimes called the articles of organization, the certificate typically includes the purpose of the LLC, its principal place of business and the names of its initial members or managers. This document is akin to the certificate or articles of incorporation filed for a corporation.
A legal document forming a corporation, filed with the state of incorporation. Sometimes referred to as a corporate charter or articles of incorporation, a certificate of incorporation sets forth, among other things, a corporation’s name, purpose, and authorized shares of capital stock. Many corporations opt to incorporate in Delaware with the view that the state’s corporation laws are generally business-friendly and well-developed.
Chad advises early and growth-stage companies as they scale, including in connection with matters regarding formation and structuring, capital raising, issuances of equity incentive awards to employees, employment arrangements with key employees and executives, and general corporate governance matters.
Christopher has experience counseling early, growth and late-stage venture-backed companies on day-to-day legal and business issues such as executive summary and pitchdeck development, entity formation, business model development, capital structure, pitch coaching, financing, capital raising, growth and exit strategies, employment and founder matters, equity compensation and other strategic or tactical matters.
Entrepreneurs and emerging business owners are typically focused on finding financing for their business and developing and marketing their products and services and may not be as familiar with the various legal issues that can impact the success of their company.
A certificate used to document each stockholder’s ownership of capital stock; it includes important notices regarding, among other things, restrictions on transfer.
This should be signed by every employee and outside advisor to the company and is critical to protecting the company’s confidential information and intellectual property.
This agreement is designed to be used as a starting place for companies seeking to engage individuals and/or entities providing services to the company as independent third parties rather than employees. The distinction between independent contractors and employees is a complex matter of state and federal law and requires advice of counsel, and this form agreement may need to be tailored to the laws of the governing state.
Consulting/independent contractor agreements may contain important provisions regarding the ownership of intellectual property and other work product created by the contractor.
A document which memorializes a loan that can be converted into equity by its holder at a later time, usually once the company has enough operating history to enable a fair company valuation to be ascertained. When the company issues a convertible note, the money is received right away as a loan. In the future, at a specified time or upon a specified event, the loan converts into shares of equity. The number of shares investors are entitled to receive is determined as part of the next round of financing, typically a Series A financing.
A lease is the first foray into real estate for many young entrepreneurs. With the exception of the dorm occupancy contract in college, and possibly a residential apartment lease in graduate school, most entrepreneurs have not given much thought to real estate generally and leasing in particular.
A letter listing the offered terms of an individual’s employment, including compensation, position, and agreement of at-will employment status. Generally more appropriate for rank-and-file employees than for senior executives (for whom a more substantial employment agreement is desirable). This letter is intended for use with employees who are exempt from overtime laws, and is designed solely for use with employees based in Pennsylvania. Employment laws can vary widely among states, so you should seek the advice of counsel regarding relevant issues in a specific state.
Incentive-based equity is a significant form of compensation for employees, consultants, and other service providers for many types of businesses, but perhaps no more so than for startup companies that have limited resources to pay cash compensation.
In 2007, when Tom Gravina and Michael Peterson founded Evolve IP, they were not simply launching a new business; they were launching a whole new industry. Evolve IP is one of the fastest-growing, privately held cloud services company in the country.
Emerging technology startups can reduce expensive compliance risks and significant potential financial losses by marshalling resources already at their disposal—their own data scientists. But how? By building a data analytics system to increase internal transparency and better monitor high risk activities.
An agreement used to protect a company’s officers and directors from personal liability with respect to actions taken in their official capacities on behalf of the company.
La Colombe Torrefaction (LCT) is a global enterprise with coffee houses, wholesale and direct coffee sales, merchandising and diverse philanthropic projects. When owner Todd Carmichael and his business partner, JP Iberti, decided it was time to sell an equity stake in LCT, they turned to Cozen O’Connor for help.
Michael is an experienced emerging growth and technology attorney and entrepreneur who is very active in the Mid-Atlantic entrepreneurial community. He represents numerous top startups, emerging growth, and venture-backed companies across the country as an outside general counsel and in formations, business planning, regulatory reviews and implementation strategies, seed financings and venture capital investments, licensing deals, strategic alliances, and mergers and acquisitions. Michael has extensive experience in a multitude of diverse industries and emerging technologies, including e-commerce, mobile payments, digital health, consumer, social, food and beverage, and more.
A mutual nondisclosure agreement (NDA) requiring both parties to protect the other's non-public, confidential, and/or proprietary information. This form is designed for use in routine situations where a mutual NDA is required, such as high-level discussions with potential investors, strategic partners, service providers, or employees who have not yet joined the company and signed the more complete confidential information and invention assignment agreement.
Outlines the governance and operations of an LLC, specifically defining profit sharing, ownership, voting rights and management, and ownership responsibilities and changes. The decision whether to form the company as a corporation or an LLC is a complex one and should be discussed with competent legal counsel before forming an entity.
In 2014, Zach and Tom Jaklitsch co-founded Order (formerly Negotiatus), a cloud-based spend management platform that allows companies to manage their ordering across all product vendors and product categories in one place. They hired Cozen O’Connor in 2016 as well. “We had no experience to draw from,” Zach says. “Cozen O’Connor has been huge for us in everything across the board. Ira Gubernick has been there from the beginning as a strategic voice.”
A document that completes the corporation’s initial organization by appointing officers and authorizing the issuance of shares to stockholders, among other things.
Brian Shanahan, Jon Halpern, and Brian Gross like to shake things up, and that’s exactly what they’re doing in the payment processing world, with the help of Cozen O’Connor. They are the CEO, president, and executive vice president, respectively, of the fast-growing company, Pineapple Payments. The trio is passionately entrepreneurial, innovative, and fearless, and they wanted a law firm that could match their energy level and creativity. They found it in Cozen O’Connor.
Once you have formed your company and issued shares to your founding team, you are probably thinking about raising money to fund your early operations. Perhaps you have even completed a friends and family financing with a convertible note or other instrument. But what’s next?
A restricted membership unit agreement is used by an LLC to issue restricted equity to certain members, generally founders. This agreement is similar to a restricted stock purchase agreement for the owner of equity in a corporation.
This documents the acquisition of, and rights and obligations with respect to, a stockholder’s (typically a founder’s) initial purchase and ownership of capital stock in the corporation, including transfer restrictions and applicable vesting provisions, if any.
A letter and election form notifying the IRS of an equity holder’s election to be taxed on equity at the time the equity is granted by a company rather than when the equity vests. An equity holder may elect to pay tax on the value of the equity when granted because its value is lower than it is upon vesting. A Section 83(b) election also starts the equity holder’s capital gains holding period.
Startups have a variety of tools available to raise capital to fund operations before the company is cash flow positive, including business loans, convertible debt or other convertible security financings, preferred stock financings, and issuances of other equity.
A private placement memorandum provides prospective investors with information necessary for an investor to make an informed decision about whether to invest in a company. A private placement memorandum typically includes information about the company’s history, leadership, strategy, financial projections, and potential risks. Compliance with federal and applicable state securities law is important and involves specialized legal advice, so you should seek the advice of competent securities counsel prior to offering or issuing an equity securities.
While an independent contractor and an employee may receive the same compensation for the same work, the legal differences between the two types of workers can have serious consequences.
A record of each stock certificate issued by a corporation in numerical order. Cancellations or transfers of certificates also should be recorded here.
Congratulation s! Your startup has developed a viable product that you are ready to test in the market. But you need some early money to fund this critical phase!
Founders of emerging companies are often first-time employers and find themselves having to wade through the dense patchwork of state and federal labor and employment laws. This can be a confusing undertaking that often requires legal counsel.
