Author: Ryan Roberts
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What is a Fully-Diluted Basis?
The concept of a fully-diluted basis is not difficult. A fully-diluted basis just means the assumption of the highest potential amount of common stock a startup will have outstanding, regardless of vesting provisions and assuming all options and other securities like convertible notes are converted into common stock. That is, assume the highest share count…
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What Happens to the Option Pool if a Startup is Acquired?
The option pool is the amount of common stock a startup reserves (typically at each series of financing) for future issuances to employees, directors, advisors, and consultants. For example, if a startup has 5,000,000 shares of common stock outstanding immediately before the Series A round, a condition of the Series A round may will be…
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How to Set a Convertible Note Discount
A convertible note discount is one of the main economic levers in a convertible promissory note. Notes typically do not include a stated pre-money valuation. Instead, the note converts into equity in a later priced financing (often a Series A), and the conversion price is usually based on the price paid by new investors in…
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How Convertible Debt Works
Convertible debt is a type of security frequently issued by startups when raising capital in their seed round. With convertible debt, the startup issues the seed investor a promissory note, for the investment amount, that contains a conversion feature. The conversion feature is the mechanism by which the debt (the promissory note) will convert to…
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Accountants Heart LLCs
I’ve never had a client’s accountant recommend any legal form besides the LLC for a new startup. Even though I heart corporations, I still believe the LLC can be an appropriate legal entity for some companies and ventures. But when it comes to a startup looking to (i) raise capital, and/or (ii) issue incentive equity…
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White-Label is the New Black for Startups
I’ve been seeing a lot of white-label deals for startup clients in the past couple months. A white-label product or service is a product or service produced by one company (the startup) that another company rebrands for their own use or distribution. The company desiring to rebrand the startup’s product or service may just want…
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Is a Term Sheet Binding?
A term sheet is an outline of the deal terms that helps frame the contemplated transaction for both parties. Term Sheets for financings and acquisitions are usually not binding. However, it is quite common to see various sections of the term sheet binding, including: –No Shop or Go Shop Clauses: Can a party shop the…
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How to Split the Startup Founder Equity Pie
Founders frequently ask me to provide guidance on how their startup should split equity between co-founders. My answer is always: (1) It Depends, and (2) Quickly. (1) IT DEPENDS If you’ve ever hired a lawyer, you will (unfortunately) hear the phrase “it depends” several times. In this situation, the “it depends” hinges on the respective…
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How to Handle Startup Idea Theft
Have you ever been jacked? The only time I recall being a victim of theft was during undergrad at USC. Someone broke into my car while it was parked in the garage of my downtown L.A. apartment complex and the bandit(s) made off with my CD collection. While I was relatively unscathed by the theft…
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25 Startup Law Resources
The following is a list of 25 legal websites, blogs, and articles related to startup company legal issues. Even though this site is listed first, the list is not intended to be a ranking by any means. And as a blanket provision, none of the sites or articles represented by the following links are intending…