Topics
- 83b tax election » 4
- Delaware » 1
- SAFE » 2
- Washington » 1
- antidilution » 2
- appropriation art » 1
- boards » 1
- china » 1
- commercial contracts » 1
- convertible notes » 2
- copyright » 7
- design patent » 1
- employment » 5
- equity compensation » 3
- fair use » 3
- founder stock » 2
- generative AI » 2
- incorporation » 1
- international » 1
- investors » 2
- master service agreement » 1
- non-compete » 2
- options » 4
- patent » 16
- pro rata » 1
- software » 2
- startup » 27
- statement of work » 1
- stock » 4
- tax » 3
- term sheet » 2
- trademark » 5
- transformative use » 1
- venture capital » 3
- vesting » 4
Posts Sorted by Topic
83b tax election
-
Do I Need to Send My 83b to the IRS with my Annual Tax Returns? »
No. The IRS recently changed this rule. If you received stock after Jan 1, 2016, you don't need to file your 83b elections with your annual tax returns. -
Fix a Missed 83(b) Deadline »
If you have missed the 30 day filing deadline, there are a few tactics lawyers can use to clean up this tax election. -
83(b) Elections for Startup Founders »
This tax filing should be called ‘free money for startup founders.’ Do not miss the 30 day filing deadline. -
Founder Agreements »
Curated links on cofounder agreements, initial equity splits, issuing shares and making an 83b tax election.
Delaware
-
Should I Incorporate in Washington or Delaware? »
Both are good choices. Washington is cheaper. Delaware is familiar to out-of-state investors and lawyers.
SAFE
-
Post-Money SAFEs Give Investors Extreme Anti-Dilution Protection. Here’s How to Remove It. »
Post-Money SAFEs give investors a very strong type of Anti-Dilution protection; one which is extremely unfavorable to founders and other common stockholders. Investors get protection from both downrounds *and* up rounds. This post proposes a solution to remove the extreme investor anti-dilution. It also provides a spreadsheet comparing the economics between Pre-Money SAFEs, Post-Money SAFEs, and our proposed amendment to the Post-Money SAFEs. -
SAFE Financings Explained Line by Line »
A SAFE is a quick and simple doc startups use to raise seed capital. Although simple, there's still a learning curve. This post gives a line-by-line explanation of how a SAFE works.
Washington
-
Should I Incorporate in Washington or Delaware? »
Both are good choices. Washington is cheaper. Delaware is familiar to out-of-state investors and lawyers.
antidilution
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Post-Money SAFEs Give Investors Extreme Anti-Dilution Protection. Here’s How to Remove It. »
Post-Money SAFEs give investors a very strong type of Anti-Dilution protection; one which is extremely unfavorable to founders and other common stockholders. Investors get protection from both downrounds *and* up rounds. This post proposes a solution to remove the extreme investor anti-dilution. It also provides a spreadsheet comparing the economics between Pre-Money SAFEs, Post-Money SAFEs, and our proposed amendment to the Post-Money SAFEs. -
Should Early Employees Get Anti-Dilution Rights? »
Employee anti-dilution rights are problematic, unnecessary, and generally unfair to other stockholders.
appropriation art
-
Copyright and Fair Use Issues In The Andersen v. Stability AI Art Litigation »
To make AI art, you take a few billion images, puree them into a fine mathematical slurry, and then assemble new art from the flecks of expression and authorship floating in the mixture. This raises interesting copyright questions! Is AI Art like the first amoeba crawling forth from primordial ooze: something entirely new made from existing molecules? Or is it more like T2: a puddle reforming into the same old monster?
boards
-
Startup Boards and Advisors »
Curated links on finding the best board members and advisors for a startup.
china
-
Chinese Trademark Pirates »
Chinese trademarks are awarded to the person to file an application, not the first person to actually use the brand. This incentivizes trademark pirates and squatters to rush in and register your trademarks before you can. They then ransom the trademark registrations back to you for a hefty price. Here's how to avoid this nightmare scenario.
commercial contracts
-
Negotiating a Master Service Agreement in Tech Deals »
The Master Service Agreement and Statement of Work describe what is being delivered, and what happens when things go wrong. This post runs through common contract terms, provides some negotiation tips, and highlights issues you may want your MSA to address.
convertible notes
-
Post-Money SAFEs Give Investors Extreme Anti-Dilution Protection. Here’s How to Remove It. »
Post-Money SAFEs give investors a very strong type of Anti-Dilution protection; one which is extremely unfavorable to founders and other common stockholders. Investors get protection from both downrounds *and* up rounds. This post proposes a solution to remove the extreme investor anti-dilution. It also provides a spreadsheet comparing the economics between Pre-Money SAFEs, Post-Money SAFEs, and our proposed amendment to the Post-Money SAFEs. -
Convertible Debt vs. Equity »
Curated links discussing the relative advantages of equity vs. convertible debt financing for early stage companies.
copyright
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Yes, AI Art Can Be Copyrightable »
Generative AI models are trained on massive sets of image data. And the training images are often scraped from the internet without permission. A human user can then type in a short prompt, and the software will return incredible images. Does the person who entered the prompt own the copyright to the resulting image? -
Copyright and Fair Use Issues In The Andersen v. Stability AI Art Litigation »
To make AI art, you take a few billion images, puree them into a fine mathematical slurry, and then assemble new art from the flecks of expression and authorship floating in the mixture. This raises interesting copyright questions! Is AI Art like the first amoeba crawling forth from primordial ooze: something entirely new made from existing molecules? Or is it more like T2: a puddle reforming into the same old monster? -
Fair Use in Copyright Law »
Fair use is a flexible standard that lets artists borrow portions of prior works to use as building blocks for new art and literature. -
Fair Use Illustrated in Appropriation Art »
Examples of copyright law and fair use in action. -
Who Owns Employee Innovations? »
Untangling the patent, copyright and noncompete rules governing employee side projects. -
A Game of Clones: Video Game Litigation Illustrated »
Copyright and the idea-expression dichotomy as explained by Pac-Man and Donkey Kong. -
Sample Invention Assignment Agreement »
Untangling the patent, copyright and noncompete rules governing employee side projects.
design patent
-
Design Patents for Bits and Atoms »
Design patents protect the appearance of a design for 15 years. They are a cheap and surprisingly effective legal tool to protect both digital and industrial design.
employment
-
Should Early Employees Get Anti-Dilution Rights? »
Employee anti-dilution rights are problematic, unnecessary, and generally unfair to other stockholders. -
Rules for Granting Employee Stock Options »
Startups issue equity to employees under Rule 701. The gist of Rule 701 is that a company can issue equity (1) to an employee or service provider (2) as compensation, (3) under an equity plan, (4) but not too much equity. -
Startup Employee Equity Compensation »
Employee equity, including stock options and related tax issues. -
Who Owns Employee Innovations? »
Untangling the patent, copyright and noncompete rules governing employee side projects. -
Sample Invention Assignment Agreement »
Untangling the patent, copyright and noncompete rules governing employee side projects.
equity compensation
-
Should Early Employees Get Anti-Dilution Rights? »
Employee anti-dilution rights are problematic, unnecessary, and generally unfair to other stockholders. -
Rules for Granting Employee Stock Options »
Startups issue equity to employees under Rule 701. The gist of Rule 701 is that a company can issue equity (1) to an employee or service provider (2) as compensation, (3) under an equity plan, (4) but not too much equity. -
Startup Employee Equity Compensation »
Employee equity, including stock options and related tax issues.
fair use
-
Copyright and Fair Use Issues In The Andersen v. Stability AI Art Litigation »
To make AI art, you take a few billion images, puree them into a fine mathematical slurry, and then assemble new art from the flecks of expression and authorship floating in the mixture. This raises interesting copyright questions! Is AI Art like the first amoeba crawling forth from primordial ooze: something entirely new made from existing molecules? Or is it more like T2: a puddle reforming into the same old monster? -
Fair Use in Copyright Law »
Fair use is a flexible standard that lets artists borrow portions of prior works to use as building blocks for new art and literature. -
Fair Use Illustrated in Appropriation Art »
Examples of copyright law and fair use in action.
founder stock
-
Post-Money SAFEs Give Investors Extreme Anti-Dilution Protection. Here’s How to Remove It. »
Post-Money SAFEs give investors a very strong type of Anti-Dilution protection; one which is extremely unfavorable to founders and other common stockholders. Investors get protection from both downrounds *and* up rounds. This post proposes a solution to remove the extreme investor anti-dilution. It also provides a spreadsheet comparing the economics between Pre-Money SAFEs, Post-Money SAFEs, and our proposed amendment to the Post-Money SAFEs. -
Do I Need to Send My 83b to the IRS with my Annual Tax Returns? »
No. The IRS recently changed this rule. If you received stock after Jan 1, 2016, you don't need to file your 83b elections with your annual tax returns.
generative AI
-
Yes, AI Art Can Be Copyrightable »
Generative AI models are trained on massive sets of image data. And the training images are often scraped from the internet without permission. A human user can then type in a short prompt, and the software will return incredible images. Does the person who entered the prompt own the copyright to the resulting image? -
Copyright and Fair Use Issues In The Andersen v. Stability AI Art Litigation »
To make AI art, you take a few billion images, puree them into a fine mathematical slurry, and then assemble new art from the flecks of expression and authorship floating in the mixture. This raises interesting copyright questions! Is AI Art like the first amoeba crawling forth from primordial ooze: something entirely new made from existing molecules? Or is it more like T2: a puddle reforming into the same old monster?
incorporation
-
Should I Incorporate in Washington or Delaware? »
Both are good choices. Washington is cheaper. Delaware is familiar to out-of-state investors and lawyers.
international
-
How do I Protect My Trademark Internationally? »
Trademarks rights are *territorial*, meaning that you need a trademark registration in each country where you want to protect your brand. Building an international trademark portfolio is expensive, but a worthwhile investment for consumer products and technology companies.
investors
-
Post-Money SAFEs Give Investors Extreme Anti-Dilution Protection. Here’s How to Remove It. »
Post-Money SAFEs give investors a very strong type of Anti-Dilution protection; one which is extremely unfavorable to founders and other common stockholders. Investors get protection from both downrounds *and* up rounds. This post proposes a solution to remove the extreme investor anti-dilution. It also provides a spreadsheet comparing the economics between Pre-Money SAFEs, Post-Money SAFEs, and our proposed amendment to the Post-Money SAFEs. -
Granting Pro Rata Rights to Convertible Note Investors »
'Pro rata' rights are an investor's right to invest money in the *next* round, and in an amount that will maintain the investor's current ownership percentage. Should you grant pro rata rights to early investors in your startup? It depends on a few factors.
master service agreement
-
Negotiating a Master Service Agreement in Tech Deals »
The Master Service Agreement and Statement of Work describe what is being delivered, and what happens when things go wrong. This post runs through common contract terms, provides some negotiation tips, and highlights issues you may want your MSA to address.
non-compete
-
Who Owns Employee Innovations? »
Untangling the patent, copyright and noncompete rules governing employee side projects. -
Sample Invention Assignment Agreement »
Untangling the patent, copyright and noncompete rules governing employee side projects.
options
-
Common Option Grant Mistakes Seattle Startups Make »
Take some time to learn about these common errors, such as granting options at below fair market value or with a stale 409a valuation, issuing ISOs to a contractor, or promising employees a percentage of the company rather than a fixed number of options. -
Should Early Employees Get Anti-Dilution Rights? »
Employee anti-dilution rights are problematic, unnecessary, and generally unfair to other stockholders. -
Rules for Granting Employee Stock Options »
Startups issue equity to employees under Rule 701. The gist of Rule 701 is that a company can issue equity (1) to an employee or service provider (2) as compensation, (3) under an equity plan, (4) but not too much equity. -
Startup Employee Equity Compensation »
Employee equity, including stock options and related tax issues.
patent
-
Design Patents for Bits and Atoms »
Design patents protect the appearance of a design for 15 years. They are a cheap and surprisingly effective legal tool to protect both digital and industrial design. -
How to Read a Patent »
A quick-and-dirty guide with with annotations and explanations. -
Law Students Fend Off a Patent Troll »
Brooklyn Law School's BLIP Clinic students win a great case. -
Who Owns Employee Innovations? »
Untangling the patent, copyright and noncompete rules governing employee side projects. -
Summer Patent Troll Recap 2014 »
The Supreme Court decides 5 big patent cases. What does it mean for tech startups? -
USPTO Issues New Guidance on Software Patents. »
The Patent Office issues new guidelines for reviewing software patent applications in light of Alice v. CLS Bank. -
The Supreme Court on Software Patents. »
Alice v. CLS Bank may make it easier to invalidate software patents. Patents on 'abstract ideas' are invalid--but when is software just an abstract idea? -
The Supreme Court on Abusive Patent Litigation »
Octane v. Icon makes it easier for judges to punish plaintiffs that file outrageous patent lawsuits. Will this deter patent trolls? -
Supreme Court: Patents Must Define Invention with Reasonable Certainty »
Nautilus v. Biosig makes it easier to invalide patent claims for being too broad and non-specific. -
Nautilus v. Biosig: Oral Arguments »
The Supreme Court hears arguments about the level of clarity and precision required in patent claims. -
3D Printing Patents at the ITC »
In the Matter of Certain Digital Models: 3D Printing Patents at the ITC. -
Alice v. CLS Bank Oral Arguments »
Software patents at the Supreme Court. -
Facebook Buys Oculus and its Patents »
Oculus Rift has lots of cool patents and design patents. -
Startup Shuts Down a Patent Troll »
FindTheBest.com takes a stand and slays a troll. -
Patent Office on Patentable Subject Matter »
The USPTO issues new examination guidelines for determining whether a patent claims patent-eligible subject matter. -
Sample Invention Assignment Agreement »
Untangling the patent, copyright and noncompete rules governing employee side projects.
pro rata
-
Granting Pro Rata Rights to Convertible Note Investors »
'Pro rata' rights are an investor's right to invest money in the *next* round, and in an amount that will maintain the investor's current ownership percentage. Should you grant pro rata rights to early investors in your startup? It depends on a few factors.
software
-
Blog Like a Hacker: Lawyer Edition. »
Jekyll and Github reflect our values as a firm - simplicity, efficiency, and open source collaboration. -
A Game of Clones: Video Game Litigation Illustrated »
Copyright and the idea-expression dichotomy as explained by Pac-Man and Donkey Kong.
startup
-
Corporate Housekeeping for Emerging Tech and CPG Startups »
Founders need to comply with dozens of laws, large and small. A good corporate lawyer will help quarterback compliance, but founders should understand basic corporate housekeeping matters. This post highlights some common legal risks for technology and CPG startups. If you address these issues early, there is usually a efficient solution. If you let them fester, they become extremely expensive. -
Post-Money SAFEs Give Investors Extreme Anti-Dilution Protection. Here’s How to Remove It. »
Post-Money SAFEs give investors a very strong type of Anti-Dilution protection; one which is extremely unfavorable to founders and other common stockholders. Investors get protection from both downrounds *and* up rounds. This post proposes a solution to remove the extreme investor anti-dilution. It also provides a spreadsheet comparing the economics between Pre-Money SAFEs, Post-Money SAFEs, and our proposed amendment to the Post-Money SAFEs. -
Common Option Grant Mistakes Seattle Startups Make »
Take some time to learn about these common errors, such as granting options at below fair market value or with a stale 409a valuation, issuing ISOs to a contractor, or promising employees a percentage of the company rather than a fixed number of options. -
The (Big) Problem with Post-Money SAFEs »
Y Combinator's post-money SAFEs shift dilution from investors to founders. -
Short Term Sheets Hurt Startups »
Once you sign a term sheet, you are locked in with a 'no shop' clause. Some of your negotiating leverage slips away. Aim to nail down the material terms while negotiating the term sheet, while you have more leverage. -
Granting Pro Rata Rights to Convertible Note Investors »
'Pro rata' rights are an investor's right to invest money in the *next* round, and in an amount that will maintain the investor's current ownership percentage. Should you grant pro rata rights to early investors in your startup? It depends on a few factors. -
Checklist for Engaging a Seattle Startup Lawyer »
Do they have the right background? Can they scale? Are they the right size for your startup or just overkill? Can you trust their advice when negotiating against investors? -
Trademark Fair Use »
You can generally use another company's trademarks, without infringement, for purposes such as news reporting, commentary, parody, comparative advertising and advertising compatibility. The rules are tricky, so discuss your advertising with counsel before going live. -
Postponing Incorporation Until Jan 1 Can Save a Bit of Tax »
Most startups pay the minimum DE franchise tax of $350. Startups pay this minimum for each year of existence, even if they incorporate on December 31. -
SAFE Financings Explained Line by Line »
A SAFE is a quick and simple doc startups use to raise seed capital. Although simple, there's still a learning curve. This post gives a line-by-line explanation of how a SAFE works. -
Rules for Granting Employee Stock Options »
Startups issue equity to employees under Rule 701. The gist of Rule 701 is that a company can issue equity (1) to an employee or service provider (2) as compensation, (3) under an equity plan, (4) but not too much equity. -
Do I Need to Send My 83b to the IRS with my Annual Tax Returns? »
No. The IRS recently changed this rule. If you received stock after Jan 1, 2016, you don't need to file your 83b elections with your annual tax returns. -
Should I Incorporate in Washington or Delaware? »
Both are good choices. Washington is cheaper. Delaware is familiar to out-of-state investors and lawyers. -
Fix a Missed 83(b) Deadline »
If you have missed the 30 day filing deadline, there are a few tactics lawyers can use to clean up this tax election. -
83(b) Elections for Startup Founders »
This tax filing should be called ‘free money for startup founders.’ Do not miss the 30 day filing deadline. -
Vesting Schedules »
A vesting schedule doles out equity grants over time, or according to project milestones. -
Startup Employee Equity Compensation »
Employee equity, including stock options and related tax issues. -
Exits, Acquisitions and IPOs »
Curated links on exits and acquisitions for technology startups. -
Raising Capital for Startups »
Curated links on raising seed and early VC capital for technology startups. -
Convertible Debt vs. Equity »
Curated links discussing the relative advantages of equity vs. convertible debt financing for early stage companies. -
Startup Boards and Advisors »
Curated links on finding the best board members and advisors for a startup. -
Founder Agreements »
Curated links on cofounder agreements, initial equity splits, issuing shares and making an 83b tax election. -
Pre-Incorporation Startup Law »
Curated links to help founders get their ducks in a row without losing momentum. -
Startup Law Wisdom from a Hacker News Secret Asset »
A collection of essays from the veteran Silicon Valley attorney George Grellas. -
Startup Shuts Down a Patent Troll »
FindTheBest.com takes a stand and slays a troll. -
Term Sheets for Startup Financing »
Curated links on negotiating a term sheet for Seed and Series A rounds. -
Startup Employees Link List »
Curated links on employment issues at technology startups.
statement of work
-
Negotiating a Master Service Agreement in Tech Deals »
The Master Service Agreement and Statement of Work describe what is being delivered, and what happens when things go wrong. This post runs through common contract terms, provides some negotiation tips, and highlights issues you may want your MSA to address.
stock
-
Rules for Granting Employee Stock Options »
Startups issue equity to employees under Rule 701. The gist of Rule 701 is that a company can issue equity (1) to an employee or service provider (2) as compensation, (3) under an equity plan, (4) but not too much equity. -
Fix a Missed 83(b) Deadline »
If you have missed the 30 day filing deadline, there are a few tactics lawyers can use to clean up this tax election. -
83(b) Elections for Startup Founders »
This tax filing should be called ‘free money for startup founders.’ Do not miss the 30 day filing deadline. -
Vesting Schedules »
A vesting schedule doles out equity grants over time, or according to project milestones.
tax
-
Do I Need to Send My 83b to the IRS with my Annual Tax Returns? »
No. The IRS recently changed this rule. If you received stock after Jan 1, 2016, you don't need to file your 83b elections with your annual tax returns. -
Fix a Missed 83(b) Deadline »
If you have missed the 30 day filing deadline, there are a few tactics lawyers can use to clean up this tax election. -
83(b) Elections for Startup Founders »
This tax filing should be called ‘free money for startup founders.’ Do not miss the 30 day filing deadline.
term sheet
-
Post-Money SAFEs Give Investors Extreme Anti-Dilution Protection. Here’s How to Remove It. »
Post-Money SAFEs give investors a very strong type of Anti-Dilution protection; one which is extremely unfavorable to founders and other common stockholders. Investors get protection from both downrounds *and* up rounds. This post proposes a solution to remove the extreme investor anti-dilution. It also provides a spreadsheet comparing the economics between Pre-Money SAFEs, Post-Money SAFEs, and our proposed amendment to the Post-Money SAFEs. -
Short Term Sheets Hurt Startups »
Once you sign a term sheet, you are locked in with a 'no shop' clause. Some of your negotiating leverage slips away. Aim to nail down the material terms while negotiating the term sheet, while you have more leverage.
trademark
-
Chinese Trademark Pirates »
Chinese trademarks are awarded to the person to file an application, not the first person to actually use the brand. This incentivizes trademark pirates and squatters to rush in and register your trademarks before you can. They then ransom the trademark registrations back to you for a hefty price. Here's how to avoid this nightmare scenario. -
Low-cost trademark mills can't provide the guidance you need to build a defensible brand. »
A trademark mill can slap a trademark app together for $99, but you get what you pay for. An experienced trademark lawyer provides counsel on complex legal issues that often involve difficult judgment calls. If you're building a real brand, then you need a real lawyer. -
How do I Protect My Trademark Internationally? »
Trademarks rights are *territorial*, meaning that you need a trademark registration in each country where you want to protect your brand. Building an international trademark portfolio is expensive, but a worthwhile investment for consumer products and technology companies. -
How to Register a US Trademark: Legal Background »
The basic trademark law you need to know to pick a name and register a trademark. -
How to Register a US Trademark »
An illustrated walkthrough of the USPTO trademark application process.
transformative use
-
Copyright and Fair Use Issues In The Andersen v. Stability AI Art Litigation »
To make AI art, you take a few billion images, puree them into a fine mathematical slurry, and then assemble new art from the flecks of expression and authorship floating in the mixture. This raises interesting copyright questions! Is AI Art like the first amoeba crawling forth from primordial ooze: something entirely new made from existing molecules? Or is it more like T2: a puddle reforming into the same old monster?
venture capital
-
Post-Money SAFEs Give Investors Extreme Anti-Dilution Protection. Here’s How to Remove It. »
Post-Money SAFEs give investors a very strong type of Anti-Dilution protection; one which is extremely unfavorable to founders and other common stockholders. Investors get protection from both downrounds *and* up rounds. This post proposes a solution to remove the extreme investor anti-dilution. It also provides a spreadsheet comparing the economics between Pre-Money SAFEs, Post-Money SAFEs, and our proposed amendment to the Post-Money SAFEs. -
Raising Capital for Startups »
Curated links on raising seed and early VC capital for technology startups. -
Convertible Debt vs. Equity »
Curated links discussing the relative advantages of equity vs. convertible debt financing for early stage companies.
vesting
-
Do I Need to Send My 83b to the IRS with my Annual Tax Returns? »
No. The IRS recently changed this rule. If you received stock after Jan 1, 2016, you don't need to file your 83b elections with your annual tax returns. -
Fix a Missed 83(b) Deadline »
If you have missed the 30 day filing deadline, there are a few tactics lawyers can use to clean up this tax election. -
83(b) Elections for Startup Founders »
This tax filing should be called ‘free money for startup founders.’ Do not miss the 30 day filing deadline. -
Vesting Schedules »
A vesting schedule doles out equity grants over time, or according to project milestones.