This presentation demystifies the legal process of starting a new venture and discusses the tools needed to grow ideas and create jobs. Learn about the early steps of proper company formation and how to know which one is right for you, how to determine the right equity structure for your startup, as well as tips & tactics you can execute in the earliest stages of your company to prevent big (and expensive!) legal headaches later on. Who should attend?

1. UNIVERSITY OF NEW HAMPSHIRE
Startup 101
Paul C. Remus
Devine, Millimet & Branch, P.A.
pcremus@dmb.com
603.669.1000
www.devinemillimet.com

2. Paul C. Remus
Yale College B.S. (Physics)
University of Michigan Law School J.D.
www.devinemillimet.com

3. POPE
Planning
1. Written Business Plan
Organization
1. Choose Entity
2. Define Founders’ Relationships in Writing
Positioning
1. Funding – Written Subscription Agreement
2. Goods/Services – Written Contracts/License
3. Employees – Written Employment & Nondisclosure Agreements
4. Intellectual Property – Patents, Trademarks, Trade Secrets
Exit
1. Sell Company – Written Purchase & Sale Agreement
2. IPO
www.devinemillimet.com

4. Planning
1. Written Business Plan – 3 years
• What do you plan to do?
• What will it cost?
• Where will you get the money?
www.devinemillimet.com

5. Organization
1. Choose Entity
A. Sole Proprietorship – Register Trade Name with State
• No Limited Liability – Get Insurance
• Not Perpetual
• Difficult to Raise Capital
• No Separate Entity
www.devinemillimet.com

6. Organization
1. Choose Entity
B. Corporation
• Limited Liability
• Perpetual
• Raise Capital by Selling Shares (Borrowing)
• Separate Entity (including for taxes)
See Subchapter S – Limited Utility
• Corporate Law – Well Defined Structure
• Formalities – Why God Created
Lawyers/Accountants
www.devinemillimet.com

7. Organization
1. Choose Entity
C. Limited Liability Company (LLC)
• Limited Liability
• Perpetual
• Raise Capital by Selling Shares (Borrowing)
• Separate Entity (not for taxes)
• LLC Law – Much More Flexible
• Formalities – Why God Created
Lawyers/Accountants
www.devinemillimet.com

8. Organization
2. Define Founders’ Relationships in Writing –
Shareholders/Members Agreement
• Who is the “Big Dog”
• What are rules for selling shares/units to outsiders?
Rights of First Refusal?
www.devinemillimet.com

9. Positioning
1. Funding – “See Dick raise money. See Dick violate
securities laws. See Jane visit Dick in the Big House.”
• Public Offering of Securities Rules
• Federal/State Exemptions
Regulation D – accredited investors (rich people)
Blue Sky Laws
• Subscription Agreement
• Offering Circular
www.devinemillimet.com

10. Positioning
2. Goods/Services
• Bill of Sale
• Service Contract
versus
• License – preserves rights in software
3. Employees – Employment Agreement & NDA
NDA – Two Keys
• Not disclose
• Not use for anything other than employment
Employment Agreement – Assignment of all IP to Company
www.devinemillimet.com

11. Positioning
4. Intellectual Property Protection
• Trademarks – means to identify services or goods
(i) some rights obtained by using
• Copyrights – expression fixed in a tangible medium
(i) most rights obtained by fixation
• Trade Secrets – keep process or formulas secret
(i) no disclosure so harder for competitors to reverse engineer
(ii) less expensive
Problem: Three or more people can’t keep a secret and once
it’s gone – it’s gone
• Patents – no rights until patent issues
(i) Patent Bar – one year after public disclosure or “on-sale”
www.devinemillimet.com

12. Patent Take-aways
• No positive rights, only negative
(i) stop others from making, using or selling
• Just because something is patentable does not mean it is
commercially valuable
www.devinemillimet.com

13. www.devinemillimet.com

14. www.devinemillimet.com

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17. Exit
1. Sell Company
• Written Purchase & Sale Agreement
2. IPO
www.devinemillimet.com