Starting companies is like launching a rocket: If you’re off 1/10 degree at launch, you’ll miss your target completely.
We all know the dismal statistics about how many startups fail. But what is less known is the common causes that lead to startup failure.
With smart planning, founders can eliminate (or at least minimize) the "startup killers" that threaten the health of their startups.
This presentations, from Kevin Smith, Founder and CEO of SEEDCHANGE, and Glenn McCrae, Chief Strategy Officer for Early Growth Financial Services, identifies the top startup killers and how to prepare for, steer clear of, and survive them.
Topics include:
- Founders' agreements
- Protecting your IP
- How to build a supportive infrastructure
- Restricted stock agreements and convertible notes
- and more!
8. Daily Conversations in SV
SEEDCHANGE®
Scenario #1: “I couldn’t afford the lab equipment for this
product before but now I have some funding and I’m
ready to leave BigCorp. to start my own company. “
Scenario #2: “My co-founder is a brilliant coder and he
developed all the code for this product.”
Scenario #3: “We are constantly meeting with strategic
partners and potential hires. Should they sign
something?”
9. Prove You Own Your IP
SEEDCHANGE®
Intellectual Property Issues
•Corporate Invention Assignment & ConfAgmt.
•Founders Agreement
•Startup Invention Assignment & Confi Agmt.
•Non-Disclosure Agreement
10. Killer #3: Accounting/Compliance
• Open business banking
account
• Separate personal and
business expenses
• Keep records of receipts
and invoices
• Be mindful of tax obligations
• Collect payments
• Select payroll provider
• Stay on top of stock records
11. Killer #4: Structure
SEEDCHANGE®
Company Creation:
• S-Corp, LLC, C-Corp or LLP?
• Arizona, California, Delaware or Nevada?
• 1mm, 5mm, 10mm or 20mm shares?
• 1, 2, 3 or 6 directors on the board?
• Does a(n) [Arizona/Delaware/Nevada]
corporation have to register in California?
• Board meets 1/wk., 1/mo., 1/Q or 1/yr.?
12. Incorporate in Delaware
SEEDCHANGE®
Company Creation:
• C-Corp
• Delaware
• 10mm or 20mm shares
• 3 directors on board
• Register in California
• Conduct Board quarterly meetings
13. Killer #5: Stock
SEEDCHANGE®
Issuing Securities:
• Vesting
• IRS filing
• Friends and family
• Debt or equity – what’s the difference?
• “Do we have to file anything?”
14. Restricted Stock Agreement &
Convertible Notes
SEEDCHANGE®
Issuing Securities:
• Vesting: 4/1
• 83(b): 30 days!
• Friends and family: Accredited only
• Debt or equity: Debt, then equity
• File with the state, file with the SEC
15. It’s Not Rocket Science, But…
SEEDCHANGE®
“Starting companies is like launching a rocket:
If you’re off 1/10 degree at launch,
you’ll miss your target completely.”
Founders Agreement
Invention assignment, confidentiality and non-disclosure
agreements
Segregate accounts/understand compliance obligations
C-Corp in Delaware
Restricted stock agreements + vesting
+ state/federal filings
Convertible notes with accredited investors
16. Thanks and Contact Us
SEEDCHANGE®
Glenn McCrae
415-234-3437
contact@earlygrowthfinancialservices.com
@EarlyGrowthFS
Kevin Smith
1.650.703.3749 (c)
kevin@seed-change.com
@seedchange
Editor's Notes
Who’s working on a startup now? Most of you are doomed to fail. It’s a fact.
There are things you can do to improve the odds---Living in SV helps, so does having Stanford on your diploma---but the most important thing you can do is understand the threats.
So let’s look first at the funding market.
In the past 5 years, investors have started trying to identify the causes of startup success and the causes of startup failure.
Little hard data, many observations and anecdotes.
But bc success has many fathers and failure is an orphan, it’s easier to identify what makes a company go bust than what makes one succeed.
So let’s look at some legal issues that have killed startups. They’re really not complicated, they aren’t expensive and they’re easy to get right.
Founders leave for all kinds of reasons: Lost passion; different life stage; going back to school; different values; new mortgage, divorce or baby.
One founder to another 2 years in: “Have you retired or are you serious about this business?”
Who are the founders and what are their roles and titles?
What are we contributing?
How much equity do we have? How do we issue it?
What happens if we split?