46th Annual Advanced Business Law: The Startup Business Counselor - Company Design for Founders, Key Employees, and Investors

Publication Date: October 2019
Available Formats: Print or Searchable PDF via immediate download, CD-ROM, or USB Flash Drive
Pages: 1,017


This comprehensive, stand-alone publication is direct from an October 2019 seminar, cosponsored with the Business Law Section of the Virginia State Bar.

Table of Contents

I. Starting Up Right—Part 1: Formation Without a Crystal Ball
Darden Bell, Steve Keeler

1. Certificate of Incorporation (Series Seed Form)
2. Certificate of Incorporation (Series AA - WS)
3. Certificate of Incorporation (Series Seed F&W)
4. Certificate of Incorporation (Series Seed AA Cooley)
5. Certificate of Incorporation (Series A NVCA Model)
6. Bylaws (Cooley Techstars)
7. LLC (Operating) Agreement (All Common Profits Interests)
8. LLC (Operating) Agreement (Series Seed Preferred)
9. LLC (Operating) Agreement (Multi-Class Unit Cap Structure)
10. Indemnity Agreement
11. Notice Electronic

II. Starting Up Right—Part 2:
Getting the Founders’ Deal (and Company Culture) Locked Down

Karl Knoll, Max Moyer

1. Form for Board Meeting Minutes
2. Form of Stock Restriction Agreement
3. Stockholders Agreement
4. Form of Executive Restrictive Stock Agreement
5. Restricted Stock Purchase Agreement
6. Founder Tech Assign

III. The Carrots and Sticks for Key People
Julia Kovacs, Cathryn Le Regulski

1. Personal Computer Device Use Acknowledgment
2. Form of Employee CIIA
3. Equity Incentive Plan
4. Nonstatutory Option Agreement
5. Contractor Agreement
6. Employee Offer Letter
7. CEO Employment Agreement
8. Restricted Stock Award Agreement
9. Stock Restriction Agreement
10. Unit Award Agreement
11. Unit Option Agreement
12. LLC Equity Incentive Plan

IV. Raising Capital—From Convertible Notes, to KISS and SAFE Forms, to Seed and
Series A Preferred Equity

Brian Burke, Matt Clary, Max Moyer

1. Term Sheet
2. Amended and Restated Certificate of Incorporation
3. Series A Preferred Stock Purchase Agreement
4. Investors’ Rights Agreement
5. Voting Agreement
6. Right of First Refusal and Co-Sale Agreement

V. Ethics for Lawyers Representing Founders and Organizers of Startups
Jim McCauley


Darden Bell

Steve Keeler

Karl Knoll

Max Moyer

Julia Kovacs

Cathryn Le Regulski

Brian Burke

Matt Clary

Jim McCauley


Print - $90
Download - $90
CD-ROM - $90
USB Flash Drive - $90
Both Print and CD-ROM - $120
Both Print and USB Flash Drive - $120
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