Published on February 27, 2014
January 10, 2014 Majda Barazzutti © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 1
What issues would an Italian entrepreneur who wants to do a startup in the US have to deal with? © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 2
U.S. vs. Italian Process Informal Private No statutory auditors No minimum capital requirements No legal impediments to ongoing losses © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 3
Choice of Entity Corporations LLC’s All the rest (LP, LLP, branches) Where to incorporate? Cost: Be aware of Voucher Program © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 4
Management Board of Directors Officers: President Treasurer Secretary An all-Italian management? D&O © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 5
The Golden Rules • Prepare, prepare, prepare… • Employment issues: Employment “at will” , but… • Follow the rules • Immigration: Take it seriously • Pay your taxes • Time IS money 2009 Valla & Associates, Inc., P.C.
Financing is a Staged Process Common Stock Bootstrapping Friends and Family Angels: Equity, Warrants, Convertible Notes “Series Seed” Series A Preferred (B, C, etc.) Liquidity Event © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 7
Alternatives: Strategic Investors Stage of Product Development: Scalability Aims Differ Not Interested in Helping the Company Grow Conflict of Interest: greater returns from commercial rights than growth Expertise Could affect future VC financings © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 8
Venture Capital Identify the Right VC Due Diligence The Risk of “Finders” © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 9
A Typical Term Sheet Valuation/Number of Shares/Price Liquidation Preference Redemption Conversion Antidilution Voting Rights Protective Provisions Vesting of founders' stock © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 10
(Almost) anything can be negotiated Make sure you understand what you’re signing Find expert advice © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 11
Thank you! In bocca al lupo! Valla & Associates, Inc., P.C. 1990 N. California Blvd., Suite 1060 Walnut Creek, CA 94596 USA E-mail: firstname.lastname@example.org Phone: +1 925 705 7623 Fax: +1 925 705 7629 www.vallalaw.com © 2014 Valla & Associates, Inc., P.C. www.vallalaw.com 12
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