Starting a new company is hard, but putting in place the right legal framework for your business doesn’t have to be... Dive deep into the most important issues relating to founders’ equity with insight from Mick Bain and Janene Asgeirsson, two experts on start-up law from WilmerHale. Having worked with hundreds of entrepreneurs and start-ups, Janene and Mick will answer the questions that you haven't even thought to ask.

1. presents
What You Need to Know
About Founders Equity
Mick Bain
Janene Asgeirsson

2. What You Need to Know About
Founder’s Equity
Mick Bain
Janene Asgeirsson

3. WilmerHale 3
Automatically Splitting the “Pie”
• Taking the easy road – “equal shares”
• Consideration of past and future contributions
• Emphasis on future roll with the company
• Investor expectations
• Saving some for later (it is only me now, but I want to
add other founder(s) later)
• Founders’ agreements
• Founders’ shares v. stock options

4. WilmerHale 4
Promising a Set Ownership Percentage
• Ownership % today ≠ ownership % tomorrow
• Understanding dilution
• Anti-dilution protections and when are they
appropriate

5. WilmerHale 5
Over-Complicating the Cap Table
• What is normal?
• What should I avoid?

6. WilmerHale 6
Waiting Too Long to Issue Equity
• Tax implications (you must pay fair value for the
shares you receive)
• How to determine value in the beginning
• Risks associated with waiting too long
• Bringing in a founder at a later time

7. WilmerHale 7
Over-Reaching on Vesting & Acceleration
• What is vesting?
• What is acceleration?
• What founders’ typically want
• What investors’ always expect
• Typical vesting terms (for founders? for everyone
else?) – keep it simple and make it the same!
• Vesting and acceleration in the event you sell your
company

8. WilmerHale 8
Missing the Deadline for 83(b) Elections
• What is an 83(b) election?
• Strict 30 day deadline from date of purchase – no
extensions
• Penalty for failing to file

9. WilmerHale 9
Failing to Comply with Securities Laws
• The basics of securities law compliance (registration
or exemption)
• Regulation D, Rule 506
• Accredited v. non-accredited investors
• Consequences of non-compliance
• Crowdsourcing

10. WilmerHale 10
Questions?
Contact:
Mick Bain – 781-966-2027;
Michael.Bain@wilmerhale.com
Janene Ásgeirsson – 617-526-6645;
Janene.Asgeirsson@wilmerhale.com

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