Startup Law A to Z: Corporate Matters

Founders are a special breed — independent, self-reliant, and resourceful. Yet these same attributes, critical in taking an idea from zero to one, can eventually cause first-time founders to misjudge situations and tackle problems without appropriate guidance. This is particularly true (sometimes tragically so) in the legal arena, where founders generally have little or no experience and the risks are difficult to quantify.

To solve this, Extra Crunch is offering up well-sourced lists of the best lawyers for startups, alongside articles and resources written by experts who navigate tricky legal issues for startups on a daily basis. This article is the first of a five-part series covering the legal terrain you should endeavor to navigate with the help of an experienced guide, including:

  • Corporate: Business Formation, Capitalization and Financing, Securities and Options, etc.
  • Intellectual Property: Patents, Trade Secrets, Trademarks, and Copyright, etc.
  • Business Transactions: Master Services / SaaS Agreements, Terms of Use, NDAs, etc.
  • Compliance and Regulatory: Business Qualification, Privacy, and FTC Regulation, etc.
  • Human Resources: Employee Compensation, Contractors, Discrimination, Immigration, etc.

While none of this will be legal advice per se, it is perhaps the next best thing: a simple checklist followed by in-depth summaries helpful to evaluate whether and when formal legal counsel is needed in key areas. With the information from this article and those to follow, alongside other Extra Crunch resources, you can analyze your business circumstances and evaluate your risk exposure. Should you identify legal risks in the above or related areas, simply reference the list of best startup lawyers compiled by Extra Crunch, then reach out to those lawyers focused on serving companies at your stage with experience in the matters at hand.

This article will examine “corporate law” as it relates to startups, which includes the body of laws, rules and practices that govern the formation and operation of corporations, including most importantly for founders, ownership and investment in securities (or stock) of a company. Yuval Harari, author of Sapiens, calls corporations (and limited liability companies more broadly) “among humanity’s most ingenious inventions” — so it is worth knowing a thing or two about them.

Two final caveats here: first, TechCrunch readers include everyone from first-time founders still bootstrapping a concept on nights and weekends to serial entrepreneurs with multiple large exits behind them. Overall this article will skew in the direction of the former, since those with more experience should have less need for guidance in these areas, but even experienced entrepreneurs should find this and subsequent articles helpful.

Second, for those unfamiliar with the legal profession, there is an important distinction between transactional and litigation practice. Most TechCrunch readers already understand this difference, but simply to address it here: transactional lawyers do deals and ensure compliance with laws and regulations, while litigators file lawsuits and go to court. That’s an over-simplification, but understand that great transactional lawyers are not likely to be especially great litigators in case you become involved in a lawsuit.

This and subsequent articles will focus on transactional issues, but litigation could arise within any of the five areas above and in that unfortunate event you should seek a lawyer (or team of lawyers) focused on litigating within the specific area(s) relevant to your lawsuit.

Read on for the official Extra Crunch corporate law checklist for startups.