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Choice of Business Entity for a Startup

In Canada business entities considered by entrepreneurs include: (1) sole proprietorships, (2) partnerships and limited partnerships and (3) corporations. Each of these entities has advantages as well as disadvantages. Choice of the entity is usually not irrevocable, and often an initial decision will be made with the understanding that, at the appropriate time, a different form of organization will be used.

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Protection of Intellectual Property in a Startup

Aside from competence of management team, control of intellectual property is a major focus of investor scrutiny. The ability to identify and protect intellectual property directly reflects on investor confidence and the resulting access to capital available to technology start-up. Protection of intellectual property assets is available through the law of copyright, trade secrets, patents and trademarks.

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Startup and Business Law Resources

The information in the section bellow covers common business startup questions including incorporation, founders shares, share options, angel and venture financings, convertible note bridge financings, series A financings, mergers and acquisitions issues, IPO planning and other issues that come up for consideration regularly. If you have a subject in mind that has not been covered below, you may forward an eMail to us and we will try to address the question you have in future issues of CONCEPT LAW newsletter and future postings on this website. The subjects below will be covered once every 10 - 14 days. How often they appear on the website will be determined by the workload. Writing some of these subjects takes a significant amount of thought and time. This is an ongoing project. So, be patient.

DISCLAIMER - Please note that the information provided bellow is of a general nature and may not apply to any specific or particular situation. It is not to be considered as a legal advice nor presumed to be indefinitely up to date.

   

STARTUP CREATION , MATURITY, AND EXIT

 
  1. Startup Formation Considerations

    1. Popular Startup Misconceptions

    2. Technology Startup - Ten Issues to Keep in Mind

    3. Startup Company Pre-Launch Checklist

    4. Corporation, Partnership, Sole Proprietorship - The Basics

    5. Initial Tax Considerations

    6. Sole Proprietorship

    7. Partnerships

    8. Corporation

    9. Securities Law Considerations

    10. Intellectual Property Law Considerations

    11. Composition of Board of Directors

    12. Restrictive Agreements For Founders

  2. Agreements Between Founders

    1. Shares & Ownership Interest

    2. Share Control Agreements

    3. Shotgun/Buy-sell & Piggy-back Agreements

    4. Division of Responsibilities

    5. Employment Contracts with Founders and Key Employees

    6. Handling Intellectual Property of Founders

  3. Initial Financing

    1. Informal Financing General Review

    2. Informal Financing Specifics

    3. Sale of Equity

    4. Sale of Debt

    5. Debt Equity Combinations

    6. Corporate Partnerships and Joint Ventures

    7. Licensing of Intellectual Property Rights

  4. Sources of Initial Financing

    1. Personal Resources, Family, Friends & Fools

    2. Angel Investors

    3. Venture Capitalists & Private Placement

    4. Debt Equity Combinations

    5. Investment Bankers

    6. Banks

    7. Other Sources

  5. Securities Law Implications

    1. The Prospectus

    2. The Prospectus Exemptions

    3. Publicly Held Corporations

  6. Negotiating Initial Financing

    1. Negotiation Strategy

    2. Term Sheets and Letters of Intent

    3. Startup Valuation

    4. Change of Control Provisions

    5. Registration, Piggy-back, & Demand Rights 

    6. Conversion & Anti-dilution Provisions

    7. Comparison of Various Securities

  7. Share Incentives & Employee Compensation

  8. Operating Problems and Contracts Formation

    1. Patent, Trademark, Trade Secret, and Copyright Protection

    2. Unfair Competition

    3. Business Related Torts

    4. Antitrust Problems

    5. Representative, Distributor, and Dealer Arrangements

    6. Employment Issues

    7. Manufacturing Facilities and Equipment Purchase and Lease

  9. Second Round Financing

  10. Mergers & Acquisitions

  11. Founder's Shares & Liquidity

  12. Initial Public Offering

  13. Public Company Operation

   

 

   
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