Articles Posted in Start-Ups & Financing

AdobeStock_289024304-300x200When you are thinking about starting your own business, there can be a number of reasons that incorporating in Delaware may seem attractive. Delaware is a particularly attractive state for the incorporation of large corporations because it offers the best franchise tax rules and has typically been the most pro-management. It provides the best protection for board members against derivative lawsuits, there is less protection for minority shareholders than in California, and Delaware also offers limited statutory protection against hostile takeovers.

While all of these concerns can certainly be important, they may mean very little when your company is not ready for an initial public offering (IPO) or stock launch, or later rounds of equity financing. When you are debating this type of decision, be sure to speak with a California startup attorney at Structure Law Group, LLP.

Advantages of Incorporating in Delaware

Untitled-design-22-300x200A limited liability company (LLC) is an option for people wishing to start a business in California that combines the tax advantages and flexibility of partnerships with the liability protection that comes with a corporation.

Starting an LLC in California still requires rigorous oversight. Make sure you are working with a Silicon Valley start-up company attorney at the best start-up law firm in Silicon Valley, Structure Law Group, LLP.

Limited Liability

AdobeStock_330254153-300x200Classifying workers as employees or independent contractors has many different legal implications. In recent years, massive litigation efforts from big companies like Uber have highlighted confusion in this area of the law. This confusion led to the passage of AB-5, which was signed into law in September 2019. The law creates a test for determining whether a worker should be properly classified as an employee or an independent contractor. Business owners should understand this law so they can apply it properly to all workers and thus avoid unnecessary liability.

How AB-5 Changed the Rules of Classification

The new test for classification is known as the “ABC Test”:

AdobeStock_183500602-300x200Business owners in Silicon Valley are well acquainted with all kinds of legal contracts. It is important to know your legal rights – as well as your obligations – under any contract. Many contractors try to bully others with threats of breach of contract and costly litigation. The experienced contract lawyers at Structure Law Group are here to help your business handle all types of breach of contract issues. Here are some of the most common disputes:

A Vendor’s Breach of Contract

Most businesses must enter into vendor contracts to get the goods and services necessary for their daily operations. If these vendors breach their contractual obligations, your business could be left unable to deliver on its own contractual duties to customers. A well-drafted vendor contract can help prevent confusion or ambiguity. Our contract attorneys can also help you determine the best course of action when a vendor breaches a contract. While litigation is sometimes necessary, it is not always worth the cost of a damaged business relationship with a trusted partner. An experienced contracts lawyer will be able to give you options for handling the problem.

IPO-e1640887497504-300x202An ever-increasing number of startups and companies in California are opting for direct listings as an alternative to going public through an initial public offering (IPO). If you ask any business owner in California, “What is the hardest part of launching and running a company?” you will probably hear, “Raising capital.”

Once, IPOs were the only real option to grow a company and raise money for your business. However, in recent years, new trends have emerged, making direct listings a more viable option.

If you are not sure whether you should pass on initial public offerings and go the route of direct listings, consult with a legal and business expert. At Structure Law Group, our LA and Silicon Valley business lawyers give practical business advice to clients whether they are running a one-person business or a company that employs hundreds of employees.

AdobeStock_310940613-300x199Whether your company is headquartered or has a presence in California, you need to be aware of the California Consumer Privacy Act (CCPA), which went into effect in 2020. The consumer-friendly law applies to startups, companies, and other businesses that collect personal information from Californians.

The CCPA, which is intended to protect the privacy rights of consumers within the State of California, may require your business to make significant changes to your data privacy and collection practices.

Read on to find out whether or not the California Consumer Privacy Act may impact your startup and learn what you can do to ensure that your business is in compliance with the CCPA.

AdobeStock_243450386-300x214After the Securities and Exchange Commission (SEC) amended its “accredited investor” definition in August 2020, it amended its rules once again in November of the same year. In its latest rule amendments, the SEC increased the annual caps on equity crowdfunding and raised the maximum offering amounts for Reg A+ offerings and Rule 504 of Reg D offerings.

In November 2020, the SEC amended its rules to expand investment opportunities and promote capital formation while also strengthening protections for investors in the United States. Some of the most significant rule amendments included:

  • Amend the rules governing the integration of private and public offerings to permit concurrent private and public offerings;

AdobeStock_423161698-300x200Running a business is complicated in the COVID era, especially if you run a business in California. After California reopened its economy in June 2021, employers have had to make sure they comply with all applicable state laws, local ordinances, and rules to stay open and avoid hefty fines.

Below we have highlighted some of the most significant COVID-related employment laws that apply to businesses and employers in California in 2021.

AB 685: COVID Reporting Requirements

AdobeStock_87806470-300x200Accredited investors have access to a wider range of investment opportunities under federal securities laws. While there may be more opportunities available to accredited investors, these opportunities can also carry greater financial and legal risks. The law assumes that accredited investors have enough knowledge to protect themselves from these risks. But how does a person or company qualify as an accredited investor? In the United States, the Securities and Exchange Commission operates under the rules of Regulation D, which provides exemptions from securities registration requirements. Businesses and individuals who qualify as “accredited investors” can qualify for a registration exemption under Regulation D. There are two main tests used to prove this accreditation:

Income Test

Rule 501 of Regulation D sets forth specific income requirements for accredited investors. To qualify, an investor must earn at least $200,000 for the two years prior to the investment, with the expectation of earning the same or more income in the following year. (Couples must earn at least $300,000 annually to qualify.) An individual can not qualify by showing a single year of individual income and two years of joint income as a spouse. These qualifications can become complicated – particularly when a person’s marital status changes over the three-year period – so it is important to consult with a securities lawyer prior to making an investment requiring accreditation.

AdobeStock_309353202-300x199An equal split of shares between founders often seems like the fairest way to split equity in a young business. While this may be the simplest option, it comes with many hidden risks that most entrepreneurs are not aware of until it is too late and the business is in serious trouble. New companies can avoid this problem by working with an experienced startup lawyer from the very start. At Structure Law Group, we help entrepreneurs build a successful business from the ground up. Whether it is making decisions on your business entity type (i.e. choice of entity), your management structure, or your equity compensation, we advise and help design a company that is best suited to your unique needs.

Why Equal Split Of Shares Is the Worst Structure

There are many reasons why an equal split of equity can be the worst structure for the founders of a new business. Often, founders have different ideas about the contributions they will be making to the business. Some envision the creation of intellectual property, while others want to manage marketing and business plans. Some want an active role in the daily management of the company, while others want to invest more passively. These issues cannot be resolved in a single meeting. Often, founders must work together for a time in order to learn each person’s working style, expectations for each founder’s contributions, and vision for the company’s future. It takes partners time to know each other in a business relationship. And just as in a romantic relationship, legal agreements cannot always prevent painful and expensive litigation when the business relationship goes sour.