Out of the Bx

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 17 Mar 17
    The Grown-Up Board Meeting

    You have enough experience now to know when you need Board involvement and how to record meeting minutes. Does anything change as your company grows up? Yes. Say you’ve just closed your Series A round. The formality and structure for your Board meetings are going to be elevated up a notch or two. Your new […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 6 Mar 17
    3 Questions about Equity Alphabet Soup—Answered

    There are lots and lots of articles and blog posts out there that try to make sense of the alphabet soup you’ll encounter when you grant equity—ISO, NQO, RSA. If you are ready to dive in and slurp it up, we’ve compiled a short list of some of these resources. We’re adding to the pot […]

  • Shoobx
    • Shoobx
    • 30 Jan 17
    Your 409A Valuation

    Running a startup means that while you are busy building your product, your team, and your business, you also have to build your knowledge of arcane topics, like Section 409A of the Internal Revenue Code (IRC 409A) and its implications. IRC 409A If you’ve adopted a Stock Incentive Plan or are getting ready to, your […]

  • Peacock in saturated colors Jason Grover, Designer at Shoobx, Inc.
    • Jason Grover, Designer at Shoobx, Inc.
    • 26 Jan 17
    How to Look Attractive to Investors: Mating Rituals of the Wild North American Startup

    Welcome. In today’s episode, we examine one of the most fascinating species in the world, Disruptivae startupicus, more commonly known as a “startup.” Nowhere is life more brutal and unforgiving than the co-working spaces and networking events that are the common habitat of the startup. If a startup wants to survive to maturity it must […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 10 Jan 17
    Get That Money: Managing Bridge Note Closings

    It’s finally happened—some investors verbally committed to giving you money. Now all you have to do is settle on your terms and create bridge note documents, right? Wrong. One huge consideration that most people ignore is how to manage the funding process. Are you going to have all of your investors in one initial closing? […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 8 Jan 17
    The Devil is in the Deadlines

    Some things never change! We’re ushering in 2017, and these deadlines still apply and are looming. Another annual obligation to remember is to pay your registered agent fees. If you don’t, your registered agent could file a withdrawal with Delaware and your company could lose its “good standing.” Once your company loses its “good standing” […]

  • picture of the horizon and binoculars Aubree Lawrence, Content Developer at Shoobx, Inc.
    • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • 3 Jan 17
    Digging Deeper: 100 Websites to Expand Your Horizons

    Succeeding in the startup world requires constantly seeking out different perspectives and new resources to inform your growing company’s most important decisions. In closing out 2016, content aggregator Feedspot compiled a comprehensive list of online resources, Top 100 Startup Blogs & Websites for Startup Entrepreneurs. The big names are there—Brad Feld, Ben Horowitz and so […]

  • Lynne Riquelme, Head of Customer Success
    • Lynne Riquelme, Head of Customer Success
    • 19 Dec 16
    Deploying Technology for Better Client Service

    When I was Director of Client Engagement at a law firm focused on early stage technology companies, I was often asked by clients—both new and existing—how our firm would use technology to facilitate and enhance our work with that client. There were the obvious answers like data rooms and equity management software, but rarely did […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 1 Dec 16
    3 Steps to Getting NDAs Signed Fast

    In a Non-Disclosure Agreement, parties sharing confidential information decide what information will be keep confidential, and to what degree. Let’s say you and a third party (perhaps a new client) have decided to sign an NDA before you begin working together in earnest. Signing the NDA can either be quick and painless—a few clicks on […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 18 Nov 16
    When and How to Document Bootstrapping

    As a founder, you invest a lot of time and effort into building your company, often called “sweat equity.” At some point, you may put your own money in to grow or sustain the company, and naturally ask, “Will I get this back?” or “Should this turn into equity?” and so on. In either situation, […]

  • Infographic illustrating 33 mistakes startups often make that cause them to fail. Jason Grover, Designer at Shoobx, Inc.
    • Jason Grover, Designer at Shoobx, Inc.
    • 3 Nov 16
    33 Ways Your Startup Can Die – An Infographic

    The obstacles between starting your company and reaching a successful exit may seem overwhelming. That’s because they are overwhelming! There are countless things that cause startups to fail. We’ve chosen to highlight 33 of them, because knowing is half the battle, and 33 was how many our graphic designer illustrated before he fell despondent with […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 21 Oct 16
    Make the Most of Your Meeting Minutes

    At a previous job, I was the corporate secretary who handled all the board meeting minutes, which is essentially a summary of what happened at a board meeting. So I’d take a pad of paper and head into the meeting. Intermingled with my responsibility for keeping everyone on track with the meeting agenda, I’d scribble […]

  • Shoobx
    • Shoobx
    • 29 Sep 16
    Smooth Sailing: Choosing the Right Number of Board Seats

    One of the duties of a company’s founders is to set up its board of directors. The first hurdle is deciding how many people will be on the board. Here are the pros and cons of different board sizes. PROS Speed: Since you ARE the board you can get through consents quickly. Control: You are […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 7 Sep 16
    Representations, Warranties, and the Disclosure Schedule

    One of the most important documents in a traditional equity financing is the Stock Purchase Agreement (SPA). Entrepreneurs will often agonize over pre-money valuation liquidation preference, etc. (and rightfully so). However, the Representations and Warranties, and accompanying Disclosure Schedule, are also very important to think through and get right. In these sections of the SPA, […]

  • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • 22 Aug 16
    Do You Know Where Your Documents Are?

    This is a public service announcement: It’s 10pm, do you know where your documents are? When Child Protective Services knocks on your door and asks where your children are, they don’t want to hear, “They’re around here somewhere,” or “It’s okay, we’ll just make new ones.” Potential investors or partners looking for documents to ascertain […]

  • Jason Grover, Designer at Shoobx, Inc.
    • Jason Grover, Designer at Shoobx, Inc.
    • 1 Aug 16
    The Dirt on Authorized and Issued Shares – An Infographic

    The jungle of financial lingo and legal jargon can disorient even the savviest entrepreneur. One patch that often trips up new business owners is the difference between a company’s authorized shares and its issued shares. Let’s trim this concept down to something easy to understand and look at an industry that is just as growth-obsessed as […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 15 Jul 16
    Vesting: The Founders’ Friend

    When founders are ready to grant founder stock, the vesting question naturally arises. The founder imagines a scenario where their company is sold and they are fired, and worries how their ownership would be impacted. A green founder might think that the solution is to make sure that their shares aren’t subject to any vesting. […]

  • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • 30 Jun 16
    My 83(b)

    When I joined Shoobx as a very early employee I received an option grant, “Welcome aboard!” Because the company wants its employees to benefit from the potential tax advantages it offers, Shoobx permits early exercise of options. This means I was able to exercise all of my shares when I started—before they had actually vested. […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 14 Jun 16
    Founder Shares: 4 Reasons to Grant Them Right Now

    People often put off granting founder shares. Either they don’t understand how it affects their business (ownership, control, fair market value, taxes), or they have a whole host of excuses for why they’d rather do it later. The result is the same: the company is many months down the road, and the founders still don’t […]

  • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • 31 May 16
    Calculating Ownership: Hooray for New Math!

    Note: This blog post comes with a suggested soundtrack: Tom Lehrer’s New Math. That’s the earworm that was chronically running through my head as I wrote this post, so it’s appropriate that you have it play along as you read. And it’s a catchy song. Let’s say you own one million shares of a startup […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 9 May 16
    Getting Yourself an Intern!

    Isn’t having an intern so convenient? Copying, coffee-getting, and taking care of the tasks you don’t want to do? Oh—and not paying them; that’s what it’s all about, right? Or maybe you already understand the win-win of an internship, and want to put in the work to make sure you get the help you need […]

  • Jason Furtado, CEO & Co-Founder of Shoobx, Inc.
    • Jason Furtado, CEO & Co-Founder of Shoobx, Inc.
    • 20 Apr 16
    Untangling the (Legal) Rat’s Nest

    Early stage companies struggle to maintain their legal documents because they generally don’t ascribe much value to them. The truth is, the documents aren’t particularly valuable unless your company is worth something someday. If that happens—which is why you are putting in all of these late nights to build your business in the first place—then […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 6 Apr 16
    Do I Need a Board Meeting for That?

    You and your co-founder have been working hard at your company for the last 10 months. Every single day you discuss and make decisions about the business. When you set up your company, you decided that both of you (together with an outside mentor) would be directors, and that was the last time you thought […]

  • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • 25 Mar 16
    Incentive Stock Options: Equitable Employee Equity

    It’s always exciting to hear about startup companies that have made it to their big liquidity event and are living the dream. However, if you listen closely, sometimes you also hear tales of regret about who was—or who wasn’t—on the receiving end of the big payout. The key to avoiding such regrets is to grant […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 10 Mar 16
    Disruption is Coming

    Harvard Law School’s publication, The Practice, just published an excellent article, “Disruption in Legal Services,” about the changing legal field. The article predicts that change is coming (and it most definitely is) and speculates on how the profession should respond. Innovations in technology will bring automation, computing power, and democratization of specialized knowledge to the […]

  • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • 11 Feb 16
    Aligning Motivations: Setting Up a Stock Incentive Plan

    There are many reasons to grant stock options, but the general purpose is to attract, retain, and motivate the people who are expected to make important contributions to your company. The Stock Incentive Plan (“Plan”) is the vehicle used to grant company equity to eligible grantees. The Plan lays out all of the rules for […]

  • Jason Grover, Designer at Shoobx, Inc.
    • Jason Grover, Designer at Shoobx, Inc.
    • 14 Jan 16
    Dilution Decoded – An Infographic

    The basic concept of dilution for startups is simple: As you grant equity in your company, your ownership percentage will go down. Why does this happen? Imagine you have a pie that is divided into halves—evenly split for two people. In order to give some pie to a third person, one or both of the […]

  • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • 22 Dec 15
    Lessons Learned: Facebook’s Document Fail

    Facebook’s recent legal troubles show that mistakes with legal documents—big and small—are possible at any level of the game. An article on the digital news outlet Quartz, Judge Rules Mark Zuckerberg Still Needs to Follow the Rules Like Everybody Else, offers a cautionary tale about how mishandling documents made Facebook vulnerable to a lawsuit brought […]

  • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • 7 Dec 15
    Authorized Shares: Where Do They All Go?

    When forming a new company, founders are immediately faced with the question of how many shares the company should initially authorize (i.e. the maximum number of Common shares the company may initially issue). This information goes right in the company’s Charter, so there’s no avoiding it. When you pick that number, it’s helpful to have […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 1 Dec 15
    Trademarks Part 2: “Use” and “Confusingly Similar”

    In order to be registered, a trademark must: 1) be Distinctive; 2) be in Use; and 3) must not be Confusingly Similar to other marks. In this post, we discuss whether a trademark is in Use, and whether it is Confusingly Similar with another mark. In our previous post, Trademarks Part 1, we covered the Distinctiveness […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 12 Nov 15
    Trademarks Part 1: Establishing “Distinctiveness”

    The other day, a friend was talking about how he changed the name of his startup, and how excited he was that the new name fit his company better. To my ears, the new name that generated so much excitement seemed dangerously similar to one of the most well-known brands in the world. How similar […]

  • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • 29 Oct 15
    Understanding the Metrics That Make the Money Roll In

    An important part of any business is raising capital. For the first-time entrepreneur, the metrics venture capitalists use to discuss and gauge the value of a business may be unfamiliar, and even intimidating. Being educated about the various terms that may be discussed will reduce stress and keep conversations productive. Andreessen Horowitz compiled a list […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 14 Oct 15
    Lessons Learned: Avoiding Founder Liability

    If companies do the hard work to keep their legal documents clean, they can avoid “liability.” However, oftentimes the ambiguous menace of faceless liability is not enough to motivate entrepreneurs to create the legal documents necessary for good corporate hygiene. Stories about fellow startups that suffered because of their sloppy legal documents provide great examples […]

  • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • Aubree Lawrence, Content Developer at Shoobx, Inc.
    • 14 Sep 15
    Due Diligence: A Peek into an Investor’s Playbook

    With fundraising and attention from venture capitalists comes “due diligence.”  Entrepreneurs need to be prepared for the process when that knock on the door comes. Of course, the big question is, “what are investors looking for?” We looked to a blog post by Lisa Suennen, a Managing Partner at Venture Valkyrie LLC, to find out. […]

  • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • Jen McPhilimy, Head of Product & User Experience at Shoobx, Inc.
    • 25 Aug 15
    Par Value: More Than Zero

    “More than zero.” That is not the sequel to a novel by Brett Easton Ellis (this isn’t a literary blog). It is advice you might get when deciding what the par value of your company’s stock should be when you incorporate. Par value is the lowest amount for which a share of stock can be […]

  • Shoobx
    • Shoobx
    • 29 Jul 15
    The Next Wave of Entrepreneurs

    Entrepreneurship isn’t just for the young at heart, it’s for the younger professionals among us. The Small Business Administration recently posted a blog entry about the journey millennials are taking along the path of entrepreneurship. Millennials, initially discouraged by a lagging economy, are more and more taking the leap: Did you know that nearly a […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 2 Jul 15
    Are Your Directors and Officers at Risk?

    Directors and Officers (D&O) Insurance. It’s going to come up at some point during the life of a start-up and that point is usually when an investor, director, key client, or strategic partner insists that the company have it. Your company may already have a number of other insurance policies, like commercial general liability, property […]

  • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • Kathy Nolan, Client Services Manager and a Corporate Attorney for Shoobx, Inc.
    • 19 Jun 15
    Registered Agent: The Hired Mailbox

    “You’ve been served!” A registered agent’s purpose is to receive formal notices and other communications and forward these to your company, whose office is usually in a different state. So someone can validly serve your company with a lawsuit by serving it on your registered agent. The state will also use the registered agent’s address […]

  • Shoobx
    • Shoobx
    • 4 Jun 15
    Call Me the Incorporator

    If you’re going to incorporate, you’ll need an Incorporator. The best one available may well be you. In this post we explain what an Incorporator is, what the Incorporator has to do, and why you might be just the right person for the job. Before you decide who your Incorporator is, you’ll first have to […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 18 May 15
    From Alien to American: A Journey of Patience and Paperwork

    To illustrate the planning and tenacity required for “aliens” to be able to live and work in the U.S., I’m going to tell my personal story of how I transitioned from alien to American. But before doing so, I must remind you that because each alien’s options are dependent on her or his own circumstances, […]

  • Shoobx
    • Shoobx
    • 30 Apr 15
    Use Me, Baby, I’m Your Lawyer

    Entrepreneurs are often surprised to learn the helpful roles that lawyers can play—and truly want to play—in helping them grow their business. (Hint: it’s not processing ISO grants.) Smart collaboration with your lawyer allows you to build a valuable relationship with them, while helping you control your legal costs. The tips below will prepare you […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 14 Apr 15
    5 Steps to a “Happy Ever After” Offer Letter

    You have come to the point where you realize that you and your co-founders can’t do it all and you need to hire some employees. Your first new hire is as excited as you are, but she’s asked you for an offer letter. While your initial reaction may be “what a pain,” putting together a […]

  • Shoobx
    • Shoobx
    • 8 Apr 15
    LLC vs. C Corp

    Deciding whether a company should be an LLC, a C corporation, or an S corporation is a big decision in the life of a company. Choosing your corporate form will influence how you are able to raise capital, your tax regime, corporate governance structure, and other responsibilities that you will have to manage going forward. […]

  • Shoobx
    • Shoobx
    • 31 Mar 15
    Why Stock Is Going Paperless, and Why You Should Too

    Many people harbor the common misconception that stock certificates are the actual security instead of a representation of the security. Stock certificates are different from cash or bonds, where the physical paper gives a person ownership. As intricately colored and formally illustrated as they may be, stock certificates are merely evidence that a holder has […]

  • Shoobx
    • Shoobx
    • 23 Mar 15
    Board Dynamics: The Role of Independent Directors

    Board members bring a mix of experience, skills, and connections to your company. They may have worked in your industry and certainly see the value in your idea. It’s possible they worked for a competitor or potential partner and can offer you industry insight, giving you a market advantage. Who they know is an important factor; […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 20 Feb 15
    The Buzz about 83(b)

    One of the buzzwords entrepreneurs and employees often hear is “83(b).” So what is it and why is it important? 83(b) refers to a section of the U.S. tax code that allows you to change the tax treatment for restricted stock (or units in an LLC), i.e., an equity grant that is subject to vesting […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 22 Jan 15
    By Any Other Name: Differentiating Between Employees and Independent Contractors

    A common mistake by entrepreneurs is hiring people as independent contractors when they are actually employees in the eyes of the law. Why does this happen? Well, with independent contractors you don’t need to worry about the plethora of employee obligations like tax withholding, social security and medicare taxes, unemployment insurance contributions, overtime, or employee […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 6 Jan 15
    To Have and to Hold? What to do with I-9 Verification Documents

    With every new employee comes a new Form I-9 that needs to be completed and retained, and employment verification documents that need to be inspected. The verification documents most typically produced by new employees will be a U.S. passport, Form I-94 with a foreign passport, green card, or driver’s license and social security card. But […]

  • Shoobx
    • Shoobx
    • 23 Dec 14
    Tricky Charter Questions

    Looking at a typical Charter filing (take Delaware’s Certificate of Incorporation for example), the questions seem pretty self-evident. But even the “Company Name” section holds the potential for costly delays if it isn’t answered carefully. Below we outline some of the trickier questions you’ll encounter on almost any Charter filing to help you save time […]

  • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • Anita Ryan, Staff Attorney at Shoobx, Inc.
    • 16 Dec 14
    Next Step, Next Door: Dealing with Foreign State Registration

    You’ve just picked a state to incorporate in and you’re feeling pretty good now that you’ve received that official stamped charter. Now you can stop wasting time on legal issues and go back to actually running your business, right? Not so fast. Most companies do business outside the state in which they are incorporated. Although it sounds weighty, […]

  • Matt Rowe, General Counsel at Shoobx, Inc.
    • Matt Rowe, General Counsel at Shoobx, Inc.
    • 9 Dec 14
    You’ll End up Incorporating in Delaware

    Any company can incorporate in any state. So, with 50 states to choose from, why did over 150,000 new businesses incorporate in Delaware in 2013? Why do over half of all publicly traded companies call Delaware their corporate home? The list of reasons is compelling, and holds as much appeal for start-ups as it does […]

  • Jason Furtado, CEO & Co-Founder of Shoobx, Inc.
    • Jason Furtado, CEO & Co-Founder of Shoobx, Inc.
    • 9 Dec 14
    Empowering the Entrepreneur

    When I decided to launch Shoobx I quickly realized I had a lot to learn. How does a first-time entrepreneur decide whether to invest the time required to attempt to figure it out on their own, or engage corporate counsel and/or other advisors to do the job? You’re constantly wondering whether an action is basically […]

The content and opinions expressed in these posts do not necessarily reflect the views of Shoobx. The content and opinions of Guest Contributors in no way reflect those of Shoobx, nor do they constitute an endorsement of our Guest or of any companies with which they may be affiliated. Blog posts are not legal advice and must not be construed as such. Readers are encouraged to seek professional counsel to address questions specific to their situation.

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