Author: Ryan Roberts
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What an LOI Actually Does (and What It Doesn’t) in a Startup Acquisition
If you’re selling your startup, the letter of intent (LOI) feels like a finish line. It’s not. The short answer is this: an LOI usually sets the economic headline and the deal process—but it does not lock in the outcome. It gives structure and momentum to an acquisition, but very little legal certainty. That gap between…
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When a Founder Is Also a Professor: Customizing a Confidential Information and Inventions Assignment Without Tripping Over University Rules
If you’re a startup founder who’s also a professor at a university (or several), a standard confidential information and inventions assignment agreement—your CIIAA—can quietly become one of the riskiest documents in your early legal stack. The short answer is simple: you almost never want to sign a plain‑vanilla CIIAA without customization if you hold an…
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Par Value for Startup Stock: What It Is, What to Set It At, and Why It Matters
Par value is one of those startup law concepts that feels like it should matter a lot—until you see how it actually shows up in real venture deals. Here’s the short answer: par value is a legal minimum price for stock, not a valuation, and for most early‑stage startups, it’s a formality you set low and move on…
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Multiple Classes of Common Stock: Power, Perception, and Practical Limits
Multiple classes of common stock often surface when founders start thinking seriously about control. This article explains how Class A and Class B structures work, how investors view them, and when they actually affect outcomes.
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AI Didn’t Kill Startup Lawyers. It Just Gave Everyone Better Tools.
“It’s always been difficult to make a good record. To be perfectly honest with you, it’s really about the person that’s pushing the buttons. No matter what type of equipment you have, you still have to have a certain talent to be able to make a good record. Everything that I used to do is…
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Venture Capital Bridge Extension Round Structures
Thinking about all the potential bridge extension rounds that will need to be closed in late 2024 and 2025, and here are my thoughts on the structure: If you do equity, and assuming it’s the same valuation, you could do an ‘extension round’ which essentially builds off the prior preferred round. This would increase the…
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How to Check Availability and Reserve Your Startup’s Name in Delaware
Delaware has a free online system for checking legal entity name availability. You can use it to see whether another business is already formed or registered in Delaware with the same name (or a confusingly similar name). The tool is available here: Delaware name reservation and availability search. How the Delaware name reservation system works…
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Importance of Using Exact Share Numbers Instead of Percentages
Startup founders love talking about equity in percentages. It’s intuitive, fast, and sounds fair: “We’ll give you 2%.” The problem is that companies don’t legally issue percentages. They issue exact share numbers of exact options amounts, approved by the board and reflected on a cap table. Vague percentage promises are one of the most common sources of avoidable…
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Sorry, Not Sorry: Still Delaware C Corporation for Early-Stage Tech Companies
If you plan to raise venture capital or sell your tech startup one day, it is extremely likely that you should form as a Delaware C corporation. In the last few years I have seen a disturbing trend of people calling themselves “startup lawyers” and steering high growth startups toward LLCs. In most venture-style cases,…
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Acceleration Book Update – 1 Month
I wanted to share a brief update on the launch of my startup law book: Acceleration. The book launched on March 5, 2019 and the next day I left for a family vacation on the other side of the world, so I did not do much of a marketing push beyond a blog post and…