Category Archives: Legal Issues

Subscribe to Legal Issues RSS Feed

Exclusion for Qualified Small Business Stock

The Protecting Americans from Tax Hikes Act, passed in December 2015, extended an often overlooked provision of the tax code with the potential to provide significant savings to small business owners and non-corporate investors.  Section 1202 of the Internal Revenue Code permits the seller of a “qualified small business” to exclude up to 100% of … Continue reading this entry

Unlocking the SAFE – An Alternative to Convertible Notes

With the increasing level of investment in emerging companies, entrepreneurs are being presented with a wider range of financing documents. One of the relatively newer financing instruments is the “SAFE” (simple agreement for future equity). While some founders and investors believe that the SAFE is a more straightforward replacement for a convertible promissory note, others … Continue reading this entry

Just Because You Say It, Doesn't Make It So

Many companies in the technology industry pay workers as “independent contractors” or “1099 workers.” In theory, classifying individuals as independent contractors rather than employees can bestow significant economic benefits on a company. This option may be very attractive to a start-up who may be short on cash to pay salaries and fringe benefits. When independent … Continue reading this entry

The Delaware Rapid Arbitration Act: Quick and Easy – But Does it Work in the VC/PE Context?

The Delaware Rapid Arbitration Act (DRAA), effective as of May 2, 2015, is a recent arbitration statute that promises to be popular among parties to a wide range of business agreements. The DRAA is intended to be used principally for the resolution of commercial disputes between businesses, but it has been appearing in venture capital … Continue reading this entry

Self-Driving Cars: Legal Issues Ahead

Companies including Apple, Google, Tesla, Toyota and Uber are all developing and testing self-driving car technology. Toyota announced in November that it would spend $1 billion over the next five years on research centers related to autonomous vehicles at both MIT and Stanford. Apple, Google, Tesla and Uber have also committed to substantial research initiatives … Continue reading this entry

Choosing the Right Path for Liquidity: Business and Personal Considerations

Choosing to sell is only the first of many complicated decisions founders make when considering an exit. Founders face countless challenges at this crucial turning point for their company. At the 2015 FOLEYTech Summit, Susan Pravda, Foley’s Boston Office Managing Partner, led panelists David Friend, Co-Founder and Executive Chairman of Carbonite, Inc.; Ron Gruner, Co-Founder … Continue reading this entry

Tips for Protecting Your Company Against Cyberattacks

Cybersecurity has become, as it should, an extremely important topic on company boards’ agendas. The main question on everyone’s mind is: “How can we eliminate this problem?” The answer, unfortunately, is that you can’t. Hackers are becoming more sophisticated, and their knowledge evolves with every new technology. As discussed by a panel of experts at … Continue reading this entry

Five Questions for Early-Stage Companies Looking to Protect Their IP

Throughout previous Emerging Company Exchange posts, we’ve discussed the importance of intellectual property (IP) for technology companies.  For medical device companies, regulatory guidelines present challenges that should be considered when developing an intellectual property strategy. Learn more about five common intellectual property quandaries facing early-stage medical device companies in our recent article on Medical Design … Continue reading this entry

“Better, Faster, Stronger” — Identifying and Protecting Your Competitive Differentiators

Competitive differentiators are the beneficial and unique aspects of your product or service compared to those of competitors. These qualities may provide benefits to consumers, such as a useful and unique feature, more reliable operation, or lower price; or may provide benefits to your organization, such as reducing manufacturing or operational costs. A competitive differentiator … Continue reading this entry

Tips for Going Global: Plan Before You Expand

Companies enjoying success in the U.S. often seek global expansion to gain strategic benefits from accessing new markets—new revenue potential, talent acquisition and increased brand awareness. Before replicating your business for a new market and approaching global expansion as a default growth option, the development of a well-constructed business strategy is imperative. International business expansion … Continue reading this entry

Considering Selling Your Company? Tip #5: Leverage Advisers Early

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community – to ensure their strategy encompasses all aspects of a sale, from understanding the environment to being accurate with pricing expectations. … Continue reading this entry

Considering Selling Your Company? Tip #4: Utilize the Pool of Potential Acquirers

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community – to ensure their strategy encompasses all aspects of a sale, from understanding the environment to being accurate with pricing expectations. … Continue reading this entry

Considering Selling Your Company? Tip #3: Understand the Current Funding Environment

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community – to ensure their strategy encompasses all aspects of a sale, from understanding the environment to being accurate with pricing expectations. … Continue reading this entry

Considering Selling Your Company? Tip #2: Stage Your Company

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community – to ensure their strategy encompasses all aspects of a sale, from understanding the environment to being accurate with pricing expectations. … Continue reading this entry

Considering Selling Your Company? Tip #1: Set Realistic Pricing Expectations

Nearly every founder or executive considers selling their company at one point or another. Before embarking on the complex process, it is crucial for the company leaders – especially within the ever-evolving tech community – to ensure their strategy encompasses all aspects of a sale, from understanding the environment to being accurate with pricing expectations. … Continue reading this entry

Crowdfunding 101: The Four Types You Need To Know

This post was originally written by Dylan Rochon, 2015 Foley & Lardner LLP Startup Connector. The term “crowdfunding” is closely associated with websites such as Kickstarter.com and GoFundMe.com. These sites provide a platform for startup companies to attract attention and funding. They provide an avenue for a wider group of investors to help fund or … Continue reading this entry

Acquisition of HERE – a Prime Example of How IP Can “Drive” Value

Earlier this month, the news reported that several automakers, including BMW, Audi and Daimler, agreed to acquire HERE Global (Nokia’s map business) for $2.8 billion. Reuters reported that HERE’s primary competitor is Google Maps, and that the automakers outbid Uber and Baidu. Why would the automakers pay billions for an alternative to Google Maps? What … Continue reading this entry

Mark Your Calendars: 2015 FOLEYTech Summit

Join us on October 1, 2015 as we explore how the evolution of technology has transformed business and altered the investing landscape. Our 11th annual FOLEYTech Summit will bring together tech entrepreneurs, executives, managers, investors and advisers.… Continue reading this entry

Should Your Startup Become a Public Benefit Corporation?

With the increased attention paid to companies that feature public benefits or social impact as part of their mission or business plan and with the rise of social impact investors, more and more states are enacting public benefit corporation statutes (five will go effective this year). Delaware revised its statute to include the public benefit … Continue reading this entry

How Can You Safely Discuss Your IP With Others?

As discussed in our previous posts, startups are about capitalizing on ideas, contacts and experience. In the early stages of a startup or pre-startup, founders often socialize their business plan and details about their idea to receive feedback, recruit talent, and obtain funding. However, founders may naturally feel uncomfortable disclosing their plans and ideas to … Continue reading this entry

What Do the Expanded Reg A+ Rules Mean for Your Company?

This spring, the SEC adopted final rules required by the JOBS Act, which some hoped would increase smaller companies’ access to capital. Note, this wasn’t the long-awaited crowdfunding rules, it was the expansion of Regulation A (called by many Reg A+). Regulation A is an existing, and little used, exemption from the registration requirements of the … Continue reading this entry

Top Three Cybersecurity Misconceptions

Cybersecurity is an issue that should be top-of-mind for all companies. But there are three misconceptions about cybersecurity that can put companies at significant risk. In this video, Foley Partner Michael Overly discusses these misconceptions and how companies should change their views of and approaches to cybersecurity.… Continue reading this entry

Coming to America Part II: Legal & Cultural Challenges for Emerging Companies

In our last post “Coming to America Part I,” we discussed why emerging companies would choose enter the US market to do business. In this post, we will discuss the many interrelated legal and cultural factors non-US companies must consider in order to establish a successful US presence.… Continue reading this entry