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Start-Up in the US: Issues for foreign companies

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Information about Start-Up in the US: Issues for foreign companies
Business & Mgmt

Published on February 27, 2014

Author: vallalaw

Source: slideshare.net

Description

What issues would an Italian and other foreign entrepreneur who wants to do a start-up in the US have to deal with? A legal perspective. Legal entity, management, financing, investors, venture capital, term sheet.
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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: majda.barazzutti@vallalaw.com 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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