Author: Ryan Roberts
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Glorified Employees
Standard seed financing terms have moved well beyond the Bay Area, but they still vary by region, network, and investor experience. Most seed investors should protect their investment with reasonable governance and information rights. The problem starts when a seed investor, whether in Dallas or Denmark, treats your startup like a distressed asset and insists…
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Accelerator Documents for Startups Should Be Easy
Startup deal documents evolve for good reasons. Market lessons get written into templates, investors learn what breaks in practice, and founders get smarter about what is worth negotiating. The problem is not evolution. The problem is over-engineering, especially when accelerators ask startups to jump through legal hoops just to get into the program, including difficult…
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Should Your Startup Close a Small Seed Round Prior to Accelerator Pitch Day?
Working to close a small seed round prior to your accelerator’s pitch day usually falls somewhere between a moderate distraction and a huge pain in the asymptote. It’s not worth the effort to close during this time period, especially if the seed round is for a very small amount. While seed round angel investors (those close to the…
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The Rolling Close
Unlike Series A Rounds, most seed rounds do not have every investor fund on the same date. Logistics can play a role, but the bigger driver is that many startups are still meeting, pitching, and adding angels over time while the round is already in motion. Therefore, most startups implement a rolling close structure to…
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Price Cap Liquidation Preference Windfall Regulators
Most convertible notes have a price cap as a feature term. Depending on the delta between the price cap and the pre-money valuation of the qualified equity financing, the convertible note investors could receive a windfall in terms of liquidation preference. That is, the investor’s liquidation preference could exceed its original investment amount. The Potential…
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Convertible Note Transaction Documents
It’s a common misconception that the ‘convertible note’ is the only legal document used in a convertible debt financing. I often receive emails from entrepreneurs asking for a ‘sample convertible note’ which I assume they are planning to use on their own. In addition to the convertible note, a startup will also need to draft…
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Outsourcing Software Development: Riding the Elephant
“Technical co-founders are hard to find.” This is a phrase that is likely said daily in any startup ecosystem. Thus, many startups choose or are simply forced into outsourcing software development. But a startup’s outsourcing software development at such an early stage is like riding an elephant in a horseback polo match…sure, you are on a big beast, but…
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Convertible Note Interest: What is the Range?
While most startups and investors focus on convertible note terms like the discount and price cap, one important but overlooked term is convertible note interest. Since a convertible note is in fact a debt interest, it follows that the convertible note investment should accrue interest. However, startups should be mindful that but the rate of…
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Avoid Offensive Liquidation Preferences
In most equity financing rounds, an investor will ask for (and get) a term called a liquidation preference. A liquidation preference is the amount that must be paid to a preferred stock holder before any sale proceeds may be paid to the holders of common stock (i.e., founders, option holders, etc.). The amount of the…
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Delaware Franchise Taxes
If you haven’t already received your Delaware franchise tax statement in the mail, then it’s probably on the way. You have to give credit to Delaware — they make paying your corporation’s franchise taxes “thrilling.” For example, if you authorized 10,000,000 shares of common stock in your certificate of incorporation, you will receive a franchise…