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Jim Kelly, what does VC legal work entail?

...
red alpha reading party
  11/21/17
business development and template docs
Fighting Mediation
  11/21/17
Yeah, the US docs are in one of a few forms. Being investor...
Hyperventilating Pink Institution Jew
  11/21/17
drafting / negotiating agreements between companies and the ...
charcoal mad cow disease
  11/21/17
So it’s like M&a?
red alpha reading party
  11/21/17
M&A mixed with being a generalist GC type.
charcoal mad cow disease
  11/21/17
cr. Investor-side it's negotiating the Term Sheet for the f...
Hyperventilating Pink Institution Jew
  11/21/17
God damn law sucks
ruby boyish twinkling uncleanness
  11/21/17
? All that sounds pretty chill to me. Litigation suck...
charcoal mad cow disease
  11/21/17
Yeah. Issues lists, mark-ups, and occasional phone calls. ...
Hyperventilating Pink Institution Jew
  11/21/17
how many annual billables
Fighting Mediation
  11/21/17
No minimum but I'm usually around 2000-2100, which is a lot ...
Hyperventilating Pink Institution Jew
  11/21/17
Yes that seems like it'd be tough. At least you are investor...
Fighting Mediation
  11/21/17
Yep, most are paid by the company. When they're not, I've l...
Hyperventilating Pink Institution Jew
  11/21/17
absolutely mind numbing
sexy nofapping toaster chad
  11/21/17
I wouldn't call it "exciting"
Hyperventilating Pink Institution Jew
  11/21/17
...
sexy nofapping toaster chad
  11/21/17
I try not to think about it too much. After seeing hundreds...
Hyperventilating Pink Institution Jew
  11/21/17
im honestly surprised ur firm keeps you on mainly doing inve...
tripping partner church building
  11/21/17
I need to get some people under me, but that's not how thing...
Hyperventilating Pink Institution Jew
  11/21/17
whats the alternative in VC? repping companies which will fo...
Fighting Mediation
  11/21/17
I think he means that I'm still chugging along in the trench...
Hyperventilating Pink Institution Jew
  11/21/17
Would you ever jump inhouse to a promising startup if you go...
charcoal mad cow disease
  11/21/17
I'm not a risk-taker, so it would really have to be the righ...
Hyperventilating Pink Institution Jew
  11/21/17
I have a buddy who is part time in house for a VC. 180 arran...
charcoal mad cow disease
  11/21/17
do you do most of your work for 1-2 VCs? do they have GCs? i...
tripping partner church building
  11/21/17
More like 3-5, but yeah, and I'd definitely be up for that r...
Hyperventilating Pink Institution Jew
  11/21/17
*all of them even if you dont like the firm, vc in house ...
tripping partner church building
  11/21/17
larger company side rep and more mergers and IPOs
tripping partner church building
  11/21/17
Thats not really venture capital work anymore. But I agree I...
Fighting Mediation
  11/21/17
very few large practices are built on 'just' representing VC...
tripping partner church building
  11/21/17
That's what I thought but I someone told me their firm (majo...
Fighting Mediation
  11/21/17
there are 6-7 SV firms that matter, and they all do both
tripping partner church building
  11/21/17
Makes sense
Fighting Mediation
  11/21/17
It is, yeah. That $500K to seven-figure bill for an exit is...
Hyperventilating Pink Institution Jew
  11/21/17
a lot of times (maybe this was just the rainmakers i worked ...
tripping partner church building
  11/21/17
That's true but unless the VC is pretty majorly funded they ...
Fighting Mediation
  11/21/17
only for commodotized commercial agreemnet negotiation type ...
tripping partner church building
  11/21/17
...
Hyperventilating Pink Institution Jew
  11/21/17
Yep. This is how we've gotten most of our company-side clie...
Hyperventilating Pink Institution Jew
  11/21/17
TITMFCR
charcoal mad cow disease
  11/21/17
If you have a good library of templates, etc, I'd appreciate...
charcoal mad cow disease
  11/21/17
I would but ours are close to NVCA but depending upon client...
Hyperventilating Pink Institution Jew
  11/21/17
If you spend 1 hour modifying a NVCA model doc, how many hou...
charcoal mad cow disease
  11/21/17
I usually bill whatever I actually spend. People know if it...
Hyperventilating Pink Institution Jew
  11/21/17
Home office conference calls being interrupted by hapa kids ...
passionate turquoise stag film
  11/21/17
...
Fighting Mediation
  11/21/17
Lol, I thought of the same thing.
Aqua dragon party of the first part
  11/21/17
lol, knew what this was before I clicked it. That's inexcus...
Hyperventilating Pink Institution Jew
  11/21/17
...
sexy nofapping toaster chad
  11/21/17
180
aromatic slimy gas station coldplay fan
  11/21/17
...
white diverse azn
  11/21/17
tofu buns and tucked in t shirts apparently
Mauve Histrionic Cumskin
  11/21/17
...
passionate turquoise stag film
  11/21/17
Tofu buns, yes, but my tshirts are always untucked.
Hyperventilating Pink Institution Jew
  11/21/17
(admitted CLOTHESmo) Whole point of the home office is yo...
Aqua dragon party of the first part
  11/21/17
Hm, I need some mirrors.
Hyperventilating Pink Institution Jew
  11/21/17
How did you decide on this practice area? Was this what you ...
red alpha reading party
  11/21/17
I did all M&A prior then lateraled to a SF/SV firm where...
Hyperventilating Pink Institution Jew
  11/21/17
Any advice for someone evaluating a GC job at a venture fund...
Maniacal domesticated stage
  11/21/17
I'd vet the company and tech with a tech person (ideally a V...
Hyperventilating Pink Institution Jew
  11/21/17
Thanks, bro. It's in the post-series B phase, very much rev...
Maniacal domesticated stage
  11/21/17
Sounds like a good move career-wise (including with savvier ...
Hyperventilating Pink Institution Jew
  11/21/17
I guess one thing that I would check is what the company's p...
Hyperventilating Pink Institution Jew
  11/21/17
TY. It's purely ramp up and exit. What do you mean by ...
Maniacal domesticated stage
  11/21/17
I meant a firm that will see your in-house experience as a p...
Hyperventilating Pink Institution Jew
  11/21/17
you around Jim Kelly or anyone else who understands investor...
clear pervert legal warrant
  11/21/17
sup?
Hyperventilating Pink Institution Jew
  11/21/17
i fell into a counsel role for a startup and trying to fake ...
clear pervert legal warrant
  11/21/17
1.a. I don't know whether conversion or newco, but there's s...
Hyperventilating Pink Institution Jew
  11/22/17
DUDE, really appreciate your time/advice. 1a - no IP assi...
clear pervert legal warrant
  11/22/17
No problem. 1a - Sounds good. Just make sure that the IP...
Hyperventilating Pink Institution Jew
  11/22/17
yes startup capital = in capital accounts. if founders deci...
clear pervert legal warrant
  11/22/17
Capital accounts are for LLCs only, but with your facts abov...
Hyperventilating Pink Institution Jew
  11/22/17
Jim Kelly haters absolutely done here
Fighting Mediation
  11/22/17
Very cookie cutter until you get to the later rounds. Pretty...
Magenta beady-eyed trust fund
  11/21/17
thoughts on clerky.com for someone looking to complete post-...
clear pervert legal warrant
  11/21/17
I honestly just have my partner at Gunderson manage all of t...
Magenta beady-eyed trust fund
  11/21/17
approx price? we are pre-revenue so little $$
clear pervert legal warrant
  11/21/17
If your startup has any chance at all of raising funds they'...
Magenta beady-eyed trust fund
  11/22/17
looking for tips - whats the best way to locate investors fo...
clear pervert legal warrant
  11/22/17
If you have no direct relationships, find someone who does a...
Magenta beady-eyed trust fund
  11/22/17
would an accelerator accept us if the founders all have full...
clear pervert legal warrant
  11/22/17
...
clear pervert legal warrant
  11/22/17
Generally, no. Reputable accelerators are looking for folks ...
Magenta beady-eyed trust fund
  11/28/17
180 didn’t know jim kelly was rich
Sepia space
  11/22/17
I'm on the wrong side of the desk to be the rich one.
Hyperventilating Pink Institution Jew
  11/22/17


Poast new message in this thread



Reply Favorite

Date: November 21st, 2017 2:20 PM
Author: red alpha reading party



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740597)



Reply Favorite

Date: November 21st, 2017 2:21 PM
Author: Fighting Mediation

business development and template docs

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740603)



Reply Favorite

Date: November 21st, 2017 2:41 PM
Author: Hyperventilating Pink Institution Jew

Yeah, the US docs are in one of a few forms. Being investor side we'll often see non-US docs, though, which can vary quite a bit.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740793)



Reply Favorite

Date: November 21st, 2017 2:21 PM
Author: charcoal mad cow disease

drafting / negotiating agreements between companies and the VC and companies and other investors.

Helping with legal issues that pop up for portfolio companies.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740612)



Reply Favorite

Date: November 21st, 2017 2:22 PM
Author: red alpha reading party

So it’s like M&a?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740619)



Reply Favorite

Date: November 21st, 2017 2:26 PM
Author: charcoal mad cow disease

M&A mixed with being a generalist GC type.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740651)



Reply Favorite

Date: November 21st, 2017 2:39 PM
Author: Hyperventilating Pink Institution Jew

cr. Investor-side it's negotiating the Term Sheet for the financing rounds (Series Seed, Series A, etc. or convertible notes) and then making sure the docs reflect the Term Sheet and are otherwise appropriately investor-favorable. As part of this, making sure that the founders' agreements, cap table, option plan, and IP assignments are in good shape. Very little other legal due diligence. If it's not the first round of VC financing, it's working with other investors if your client has anything odd that they need or if consent thresholds or other investor rights need to change -- this often ends up in business discussions but the lawyers will try to resolve it to save conflict. There's also reviewing things for portfolio companies once the investment has been made. Sometimes the VC will want its lawyers to review important agreements for its portfolio companies (big licenses, a debt facility, option plan, even routine consents, etc.). Then at the exit it's taking a look at the merger agreement (which company counsel hates because it's usually last-minute and we always have comments because no one has been reviewing from the investors' perspective and there will be an overbroad release or non-solicit or uncapped liability or something stupid).

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740764)



Reply Favorite

Date: November 21st, 2017 2:48 PM
Author: ruby boyish twinkling uncleanness

God damn law sucks

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740855)



Reply Favorite

Date: November 21st, 2017 2:49 PM
Author: charcoal mad cow disease

?

All that sounds pretty chill to me.

Litigation sucks.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740873)



Reply Favorite

Date: November 21st, 2017 2:57 PM
Author: Hyperventilating Pink Institution Jew

Yeah. Issues lists, mark-ups, and occasional phone calls. Not that bad day-to-day other than the too-frequent emergencies when some founder thinks his life is going to fall apart if signing doesn't happen tomorrow.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740949)



Reply Favorite

Date: November 21st, 2017 2:58 PM
Author: Fighting Mediation

how many annual billables

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740956)



Reply Favorite

Date: November 21st, 2017 3:02 PM
Author: Hyperventilating Pink Institution Jew

No minimum but I'm usually around 2000-2100, which is a lot because it's cobbling together a lot of 0.3 - attention to correspondence with company counsel re: open issues type shit.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741002)



Reply Favorite

Date: November 21st, 2017 3:03 PM
Author: Fighting Mediation

Yes that seems like it'd be tough. At least you are investor side so you don't have to chase bills as much

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741013)



Reply Favorite

Date: November 21st, 2017 3:09 PM
Author: Hyperventilating Pink Institution Jew

Yep, most are paid by the company. When they're not, I've learned that clear estimates are best -- easier to tell them ahead of time that something is going to be $50K than in 2 months when sending the bill.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741057)



Reply Favorite

Date: November 21st, 2017 3:05 PM
Author: sexy nofapping toaster chad

absolutely mind numbing

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741033)



Reply Favorite

Date: November 21st, 2017 3:13 PM
Author: Hyperventilating Pink Institution Jew

I wouldn't call it "exciting"

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741100)



Reply Favorite

Date: November 21st, 2017 2:51 PM
Author: sexy nofapping toaster chad



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740885)



Reply Favorite

Date: November 21st, 2017 2:53 PM
Author: Hyperventilating Pink Institution Jew

I try not to think about it too much. After seeing hundreds of Certificates of Incorporation, it's pretty much auto-pilot at this point. It pays the bills -- no one is going to pay me as much to do anything else.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740913)



Reply Favorite

Date: November 21st, 2017 2:54 PM
Author: tripping partner church building

im honestly surprised ur firm keeps you on mainly doing investor side financings...that's like 3-6th year associate work

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740920)



Reply Favorite

Date: November 21st, 2017 2:56 PM
Author: Hyperventilating Pink Institution Jew

I need to get some people under me, but that's not how things are incentivized for me right now.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740937)



Reply Favorite

Date: November 21st, 2017 2:57 PM
Author: Fighting Mediation

whats the alternative in VC? repping companies which will for the most part fail?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740942)



Reply Favorite

Date: November 21st, 2017 2:58 PM
Author: Hyperventilating Pink Institution Jew

I think he means that I'm still chugging along in the trenches, but curious about this, too.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740954)



Reply Favorite

Date: November 21st, 2017 3:00 PM
Author: charcoal mad cow disease

Would you ever jump inhouse to a promising startup if you got a decent amount of equity?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740978)



Reply Favorite

Date: November 21st, 2017 3:05 PM
Author: Hyperventilating Pink Institution Jew

I'm not a risk-taker, so it would really have to be the right opportunity and vetted by VCs I trust. Also have a mortgage and dependents so the salary expectations might not match. Also don't think my skills translate well -- commercial contracts and gen corp are better. It's not something I'm actively looking for. If a VC wanted to bring me in I would consider it strongly so long as it didn't mean too much travel.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741027)



Reply Favorite

Date: November 21st, 2017 3:07 PM
Author: charcoal mad cow disease

I have a buddy who is part time in house for a VC. 180 arrangement. I think he makes something like $100k a year for 10-15 hours of work a week. Has an office in their office. And spends most of his time on other shit.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741047)



Reply Favorite

Date: November 21st, 2017 3:09 PM
Author: tripping partner church building

do you do most of your work for 1-2 VCs? do they have GCs? if not you should try to position yourself for that, those are sweet gigs

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741062)



Reply Favorite

Date: November 21st, 2017 3:11 PM
Author: Hyperventilating Pink Institution Jew

More like 3-5, but yeah, and I'd definitely be up for that role for most of them. Difference is that now they don't have to pay me on most deals.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741080)



Reply Favorite

Date: November 21st, 2017 3:14 PM
Author: tripping partner church building

*all of them

even if you dont like the firm, vc in house recruiters call vc in house gcs first (and only, basically)

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741112)



Reply Favorite

Date: November 21st, 2017 3:00 PM
Author: tripping partner church building

larger company side rep and more mergers and IPOs

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740986)



Reply Favorite

Date: November 21st, 2017 3:02 PM
Author: Fighting Mediation

Thats not really venture capital work anymore. But I agree I don't know how strictly VC lawyers/firms survive.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741008)



Reply Favorite

Date: November 21st, 2017 3:03 PM
Author: tripping partner church building

very few large practices are built on 'just' representing VCs. representing companies in VC roudns, exits, and IPOs is "VC work" as well. all the major SV firms do both VC and company side representation. the vc side brings the relationships and introductions but company side/deals is where the money is made

grinding out 20-50k per financing is a hard hard way to build a long term practice

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741014)



Reply Favorite

Date: November 21st, 2017 3:05 PM
Author: Fighting Mediation

That's what I thought but I someone told me their firm (major SV one) basically just does financings

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741031)



Reply Favorite

Date: November 21st, 2017 3:06 PM
Author: tripping partner church building

there are 6-7 SV firms that matter, and they all do both

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741039)



Reply Favorite

Date: November 21st, 2017 3:07 PM
Author: Fighting Mediation

Makes sense

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741049)



Reply Favorite

Date: November 21st, 2017 3:07 PM
Author: Hyperventilating Pink Institution Jew

It is, yeah. That $500K to seven-figure bill for an exit is where the cash is made.

We have company-side clients but I don't really like the work as much. It's all very routine, lots of it is urgent, lots of education, some big egos. If I were trying to build an empire, though, 200 VC-backed companies is a better goal than is representing a handful of VC funds.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741053)



Reply Favorite

Date: November 21st, 2017 3:02 PM
Author: tripping partner church building

a lot of times (maybe this was just the rainmakers i worked with), after you do an investor side financing you steal the company representation away from their company counsel and become their lawyer as well. betting on companies that are already being financed by top VCs has a much better hit rate than betting randomly on companies

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740997)



Reply Favorite

Date: November 21st, 2017 3:04 PM
Author: Fighting Mediation

That's true but unless the VC is pretty majorly funded they won't be able to afford you for daily shit

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741020)



Reply Favorite

Date: November 21st, 2017 3:05 PM
Author: tripping partner church building

only for commodotized commercial agreemnet negotiation type shit

but yeah that is basically how midlaw SV firms survive, doing similar but maybe not as complex work at cheaper rates

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741029)



Reply Favorite

Date: November 21st, 2017 3:10 PM
Author: Hyperventilating Pink Institution Jew



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741071)



Reply Favorite

Date: November 21st, 2017 3:10 PM
Author: Hyperventilating Pink Institution Jew

Yep. This is how we've gotten most of our company-side clients.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741073)



Reply Favorite

Date: November 21st, 2017 2:49 PM
Author: charcoal mad cow disease

TITMFCR

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740869)



Reply Favorite

Date: November 21st, 2017 2:57 PM
Author: charcoal mad cow disease

If you have a good library of templates, etc, I'd appreciate it if you can send over as much as you're wiling to.

<3

ChadChadChadington@gmail.com

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740946)



Reply Favorite

Date: November 21st, 2017 3:01 PM
Author: Hyperventilating Pink Institution Jew

I would but ours are close to NVCA but depending upon client we broaden affiliate concepts, add more protective provisions and way more investor direct consent matters early on, tighten the drag, make sure subsidiaries are included appropriately throughout so that there aren't holes in the liq pref or consent matters, for example, and broaden info rights depending upon client. Really not much more to it. Just get that Term Sheet right and make sure the cap table is correct -- there are errors way too often.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740993)



Reply Favorite

Date: November 21st, 2017 3:03 PM
Author: charcoal mad cow disease

If you spend 1 hour modifying a NVCA model doc, how many hours will you bill for?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741012)



Reply Favorite

Date: November 21st, 2017 3:13 PM
Author: Hyperventilating Pink Institution Jew

I usually bill whatever I actually spend. People know if it's just edits to the NVCA. If I'm drafting a deal from a Term Sheet, though, it's usually about 6 hours.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741094)



Reply Favorite

Date: November 21st, 2017 2:24 PM
Author: passionate turquoise stag film

Home office conference calls being interrupted by hapa kids and asian wife, similar to this

https://www.youtube.com/watch?v=p8nFR4sXkFE

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740638)



Reply Favorite

Date: November 21st, 2017 2:25 PM
Author: Fighting Mediation



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740646)



Reply Favorite

Date: November 21st, 2017 2:31 PM
Author: Aqua dragon party of the first part

Lol, I thought of the same thing.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740689)



Reply Favorite

Date: November 21st, 2017 2:40 PM
Author: Hyperventilating Pink Institution Jew

lol, knew what this was before I clicked it. That's inexcusable on the wife's part.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740784)



Reply Favorite

Date: November 21st, 2017 2:51 PM
Author: sexy nofapping toaster chad



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740887)



Reply Favorite

Date: November 21st, 2017 3:10 PM
Author: aromatic slimy gas station coldplay fan

180

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741069)



Reply Favorite

Date: November 21st, 2017 6:46 PM
Author: white diverse azn



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34743230)



Reply Favorite

Date: November 21st, 2017 2:35 PM
Author: Mauve Histrionic Cumskin

tofu buns and tucked in t shirts apparently

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740728)



Reply Favorite

Date: November 21st, 2017 2:36 PM
Author: passionate turquoise stag film



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740732)



Reply Favorite

Date: November 21st, 2017 2:39 PM
Author: Hyperventilating Pink Institution Jew

Tofu buns, yes, but my tshirts are always untucked.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34740772)



Reply Favorite

Date: November 21st, 2017 3:09 PM
Author: Aqua dragon party of the first part

(admitted CLOTHESmo)

Whole point of the home office is you can stim out hard in there in there FULL NUDE while you paper your deal.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741066)



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Date: November 21st, 2017 3:14 PM
Author: Hyperventilating Pink Institution Jew

Hm, I need some mirrors.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741103)



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Date: November 21st, 2017 4:20 PM
Author: red alpha reading party

How did you decide on this practice area? Was this what you wanted to do in law school?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741778)



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Date: November 21st, 2017 4:31 PM
Author: Hyperventilating Pink Institution Jew

I did all M&A prior then lateraled to a SF/SV firm where I did more general corporate but began working mostly on financings and here I am. Mostly intertia at first and then it became what I do.

No, I didn't even know what this was in law school. Thought I wanted to do M&A (not for any good reason, though).

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741890)



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Date: November 21st, 2017 4:34 PM
Author: Maniacal domesticated stage

Any advice for someone evaluating a GC job at a venture funded startup? What things should you evaluate (aside from obvious stuff like comp, options, quality of investors)?

Assuming no exposure to venture funding, any good resources or just punt shit to outside counsel on the next financing round and let do?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34741920)



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Date: November 21st, 2017 4:49 PM
Author: Hyperventilating Pink Institution Jew

I'd vet the company and tech with a tech person (ideally a VC "entrepreneur in residence" type -- someone who did it himself and now evaluates / helps others and has seen a lot and knows the industry well and where others are in the industry) to see what he thinks of the company. Lots of companies get funding now, and it's not always thoroughly diligenced if it's one of those FOMO VC investments. Also trust your gut on it. What stage is it? If it's late stage (C+), the equity might not be worth it. If it's early (Seed-B), the vast majority fail, either a full dissolution or some acquihire that takes the tech guys and the CEO and no one else gets anything except for maybe pennies on the dollar for the VCs if it's needed to get their consent -- it's a big risk for you v. a VC fund that invests in 30-50 companies in a numbers game.

Yeah, I'd get good counsel. Doesn't have to be one of the 5 biggest names, but you do want to make sure that you don't have associates who don't know shit working on your deals and juniors churning 2 days' of hours "reviewing" your docs for typos. If you go with one of those firms that offers $100K of free hours, those things are going to happen. I'd avoid that and just pay for the work.

Not sure about resources. Anything of substance is going to be handed to outside counsel (financings, separation agreements, big option plan matters). As a very practical item I'd automate what you can, like option grants, cap table matters -- either through WSGR's (or another firm's) software or eShares -> Carta if your firm doesn't have in-house software.

My biggest pet peeves with company-side clients is when they don't ask for advice because they saw someone say something on, e.g., Quora (e.g., we need RSUs! we need super-voting common stock!) or read that Zuck or Elon Musk did something a certain way and they should, too, and when everything is a fire drill for them -- e.g., at 2 p.m. "can I get this [totally non-urgent thing] by COB?"

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34742086)



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Date: November 21st, 2017 5:03 PM
Author: Maniacal domesticated stage

Thanks, bro. It's in the post-series B phase, very much revenue producing, so I could be wrong, but seems unlikely to totally fail (would not do a seed or post-A co). But the valuation is sufficiently high that I don't see the equity as something with huge upside, given the current valuation. Probably something that'll be acquired by another big tech co and folded into their shit, at which point I could be canned.

Bigger Q is being a GC at a successful (but non-unicorn) startup a decent play relative to staying at a firm (which I hate) or going in-house at some other tech co.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34742213)



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Date: November 21st, 2017 5:11 PM
Author: Hyperventilating Pink Institution Jew

Sounds like a good move career-wise (including with savvier law firms) if your cash comp will be sustainable such that it works.

And you're right that you'd almost certainly be canned in connection with the exit. I'd keep in touch with your current employer and also be friendly with counsel to the startup so that they can be on the lookout to help you land softly after the exit.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34742288)



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Date: November 21st, 2017 5:15 PM
Author: Hyperventilating Pink Institution Jew

I guess one thing that I would check is what the company's plans are long term and what the exit provisions of the docs are like (i.e. who has power / consent -- is the drag-along investor-controlled and are over 90% of the shares subject to the drag?). Are the founders content operating a revenue-producing business and being the BSDs there, or are they aiming to ramp up and exit? Highly likely that it's the latter but I think it's worth asking because you could be sitting on your thumb with worthless options if it's the former.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34742342)



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Date: November 21st, 2017 5:26 PM
Author: Maniacal domesticated stage

TY. It's purely ramp up and exit.

What do you mean by savvier law firms? Presumably post-exit, going back to a firm isn't an option, so its trying to land another GC/in-house gig as the only realistic option?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34742459)



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Date: November 21st, 2017 5:30 PM
Author: Hyperventilating Pink Institution Jew

I meant a firm that will see your in-house experience as a plus rather than as someone who's trying to move to a startup to hit a homerun. I think it's all in how you spin it, plus going to this more mature company v. a seed company that's giving their GC 5-10% helps.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34742489)



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Date: November 21st, 2017 11:22 PM
Author: clear pervert legal warrant

you around Jim Kelly or anyone else who understands investor side VC work?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745415)



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Date: November 21st, 2017 11:41 PM
Author: Hyperventilating Pink Institution Jew

sup?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745536)



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Date: November 21st, 2017 11:50 PM
Author: clear pervert legal warrant

i fell into a counsel role for a startup and trying to fake it until i make it. A few q's:

1. startup is currently a DE LLC, and we're looking to move over to a C-Corp in preparation of outside capital. We are pre-revenue and no contracts (aside from some NDA's) have been signed yet. LLC doesnt have a company agreement, and three founders have been sloppily paying company expenses from personal credit cards, etc. my thought is that we dissolve the LLC and start a new DE C-Corp rather than do a conversion. agree? how would you treat the expenses incurred by the three founders? can the founders still take the losses (what they spent - which is not proportionate to their equity stake in the entity) on their personal tax returns?

2. in forming the DE C-Corp, thoughts on clerky.com vs. the "public forms" offered by Cooley (Cooley GO), Orrick, etc.? I'm literally new to this field, so i def need some help - which is why I'm looking at clerky. but is there another route to take?

3. Who would you recommend as solid counsel to assist without crazy rates?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745583)



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Date: November 22nd, 2017 12:06 AM
Author: Hyperventilating Pink Institution Jew

1.a. I don't know whether conversion or newco, but there's something about LLC conversions and debt (I think) -- but that's issue-spotting and nothing more. I guess this is where my lack of serious company-side experience shows. I'd seek tax advice (could be CPA) or advice from someone who does more company-side work. Have the founders signed IP assignments with the LLC?

1.b. Re: the expenses, it depends what they want. If they want the money back, then just do a very simple (1-page) promissory note with a 3-year term and the lowest interest rate permitted by law (short-term AFR). If they don't care about getting the money back, then I'd issue them SAFEs in the purchase amounts of the expenses paid to date. Up to you but SAFE with a reasonable discount (20%?) and an MFN is probably best/most flexible for this - just take the form of SAFE with a discount and add the MFN provision to it from the form of SAFE with an MFN.

1.c. I don't know. I'd seek tax advice on this question. If someone knows someone, great, or if not, one of the firms that advertises as "CPAs for startups." They will have lower rates than lawyers and are more likely to get to the right answer quickly.

2. I haven't compared all of the forms but I have seen clerky's and they're fine -- I'd just use those and wouldn't spend any more time thinking about this. I've directed potential clients to them when it didn't seem to make sense to pay our firm a few $k to do the same thing. There's always a chance that investors will want amendments, but you can deal with that then.

3. Do you really need outside counsel now? I'd almost wait until you get a term sheet (the first draft, not something that you've signed). There's nothing you're going to screw up so badly at this point that you need counsel. My throwaway is jim_kellyxoxo@hotmail.com if you want recs (not myself) in the future.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745689)



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Date: November 22nd, 2017 12:17 AM
Author: clear pervert legal warrant

DUDE, really appreciate your time/advice.

1a - no IP assignments. finalizing the IP use agreement now, so it will be easy to just change the grantee entity to the newco rather than the LLC.

1b - this is interesting. so let's say that agreed upon startup capital is 100k. to date, 20k has been spent by founders in a sloppy way - paying with their credit cards on an ad hoc basis, etc. can we just do a prom note for what each founder has spent to date and assign the prom note to the newco? then shut down the LLC and forget about the founders taking losses on their tax returns. then when the newco generates revenue, the founders can recoup what they originally spent.

on this note, how does startup capital work? if three founders and two early employees (all with equity stake), does the 100k startup capital get divided by all 5 based on their respective equity shares? or only between the three founders? fyi, this will be a 34%-33%-33% equity split for the founders and then they will all get diluted slightly to account for the 10% being given to the two key employees.

2. should i go through clerky for creating a cap table, etc? or another software? again, at this point, its pretty simple - 3 founders for initial split of equity, then next level dilution will account for 2 key employees plus 20% option pool (i read this is necessary and we'll use it to award equity to board members, etc).

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745753)



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Date: November 22nd, 2017 12:34 AM
Author: Hyperventilating Pink Institution Jew

No problem.

1a - Sounds good. Just make sure that the IP assignment is backwards-looking (i.e. that it picks up IP related to newco's business that was created prior to the date of the IP assignment / formation of newco). This can always be fixed, but better to get it right.

1b - I really don't know -- don't want to say something wrong and have some tax hit. A CPA (or maybe company-side attorney) would be more knowledgeable here.

Sorry - not sure what you mean by startup capital. Do you mean what's in the LLC's capital accounts?

2 - Google Sheets is fine for the simple cap table that you're talking about. When it's time for a 409A, sign up for Carta (fka eShares).

You mention an option plan and I said before that you can't really screw anything up at this point -- the one thing that you can screw up is not filing a 25102(o) with California for your option plan if you have grantees in California. When you adopt an option plan and issue options (the first time, not every time), make sure that you file the 25102(o) within 30 days and also that the company's shareholders approve the option plan within 1 year -- not doing those are problems.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745861)



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Date: November 22nd, 2017 12:41 AM
Author: clear pervert legal warrant

yes startup capital = in capital accounts. if founders decide that 100k is optimal starting cash, and their equity split is 34-33-33, then do they contribute 34k, 33k, and 33k into the company? is that contribution strictly for the equity piece, or do they get something more (prom note?) in return? also, when i incorporate in DE, i'm using the lowest par value for the share (ie, classifying the entity as worthless). so if thats the case, in exchange for the founders' initial equity pieces, they will be req'd to only contribute a small amount (par value of 0.0001 - ish). so to get the 100k in for starting capital from the founders, should we then give SAFE's or prom notes to them?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745905)



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Date: November 22nd, 2017 1:01 AM
Author: Hyperventilating Pink Institution Jew

Capital accounts are for LLCs only, but with your facts above I'd do the following here:

1. Have them pay cash for the par value ($0.0001 * # of shares), pay a little bit more for the shares (maybe $0.0009 * # of shares) in the form of assigned IP. Don't assign the rest of the cash above as consideration for the shares because that will upwardly impact the FMV of the shares, which is undesirable for option grants.

2. For the balance (i.e. $33K or $34K - the nominal cash paid for the shares), I'd issue a SAFE to them. One with a reasonable discount and a MFN. If they want this money back near-term, then issue a promissory note (not convertible) for 3 years with interest at the short-term AFR or some other low rate.

3. Make sure they file 83(b) elections re: their shares if the shares are subject to vesting (and they should be subject to normal vesting -- clerky's form RSPAs have this as an option).

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34746003)



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Date: November 22nd, 2017 7:52 AM
Author: Fighting Mediation

Jim Kelly haters absolutely done here

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34746740)



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Date: November 21st, 2017 11:54 PM
Author: Magenta beady-eyed trust fund

Very cookie cutter until you get to the later rounds. Pretty chill practice compared to a lot of transactional work though. Super heavy on BD.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745610)



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Date: November 21st, 2017 11:55 PM
Author: clear pervert legal warrant

thoughts on clerky.com for someone looking to complete post-incorporation paperwork, IP assignment, stock issuance, cap tables, etc? im a noob who's in-house at a startup

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745619)



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Date: November 21st, 2017 11:57 PM
Author: Magenta beady-eyed trust fund

I honestly just have my partner at Gunderson manage all of that for me. It isn't very expensive and it lets me largely outsource basic investor relations to them.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745639)



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Date: November 21st, 2017 11:59 PM
Author: clear pervert legal warrant

approx price? we are pre-revenue so little $$

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745650)



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Date: November 22nd, 2017 12:04 AM
Author: Magenta beady-eyed trust fund

If your startup has any chance at all of raising funds they'll do all of the conversion stuff you are talking about on spec until the funds are raised. It'll be a few thousand ~5k unless you have some really nasty stuff.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745681)



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Date: November 22nd, 2017 12:21 AM
Author: clear pervert legal warrant

looking for tips - whats the best way to locate investors for a seed round? any protips on how to successfully hustle?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745778)



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Date: November 22nd, 2017 1:04 AM
Author: Magenta beady-eyed trust fund

If you have no direct relationships, find someone who does and get an intro. If you don't know anyone who has a network, apply to an accelerator.

Honest truth is that this stuff is super relationship based. Unless you come through a trusted intermediary it is super hard to get the attention of reputable investors.



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34746019)



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Date: November 22nd, 2017 7:49 AM
Author: clear pervert legal warrant

would an accelerator accept us if the founders all have full time jobs and are launching this startup on the side?

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34746730)



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Date: November 22nd, 2017 5:59 PM
Author: clear pervert legal warrant



(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34751464)



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Date: November 28th, 2017 4:21 AM
Author: Magenta beady-eyed trust fund

Generally, no. Reputable accelerators are looking for folks that are all in. Maybe a smaller one might be ok with it, but the value of an accelerator is all in the signaling so going to a smaller on is a bad return on the equity you give up.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34787711)



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Date: November 22nd, 2017 12:03 AM
Author: Sepia space

180 didn’t know jim kelly was rich

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745673)



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Date: November 22nd, 2017 12:08 AM
Author: Hyperventilating Pink Institution Jew

I'm on the wrong side of the desk to be the rich one.

(http://www.autoadmit.com/thread.php?thread_id=3804804&forum_id=2#34745710)