Nicole Moss is an attorney with the law firm of Campbell & Riggs, P.C., where she focuses on taking startup companies from inception to liquidity, as well as other corporate matters including mergers and acquisitions and private securities transactions. Previous experience includes: serving as General Counsel to a small investment fund in Houston; advising private equity and venture capital clients in fund formation and M&A activities as an attorney in the Boston office of Weil, Gotshal & Manges LLP; and serving as marketing and programs manager at the Massachusetts Institute of Technology Entrepreneurship Center. Prior to that, Nicole founded and ran BluePrint, a provider of non-core services to startups in and around Boston and also recruited founding team and advisory board members for startups at Cambridge Incubator. Nicole is a guest lecturer for the Wolff Center for Entrepreneurship at the University of Houston. She is licensed in Texas and Massachusetts.

1. Law & Order: Legal
Considerations for
Founding Teams
November 20, 2012
Nicole Moss
nmoss@campbellriggs.com

2. Disclaimer
The information presented herein and the surrounding
discussion are provided for educational or informational
purposes only. The information presented herein is not
necessarily applicable to any particular situation herein or
discussed in the course of this presentation. By providing this
information and engaging in discussion, no legal advice is
provided hereby and no attorney client relationship or privilege
is being established. Every business and every issue is unique
and legal questions or issues should be directed to your
attorney.

3. Choice of Entity, Jurisdiction
• See Matrix (Appx. A)
• LLCs vs. Corporations
• Taxes
• Investors
• Delaware, Texas and Everywhere Else

4. Preservation of Equity
• Equity Splits
• Vesting & Right of Repurchase
• Buy-Sell Provisions
• Restrictions on Transfers

5. Equity Splits
• Sale/Exchange for Value
• Investment/Contributions of Capital
• Contributions of IP, Property
• Compensation

6. Equity Splits - Factors
• Discourage Even Splits
• Base on Value of Contribution
• Voting Considerations
• Avoid Deadlock

7. Vesting
• Applies to All
• Right of Repurchase
• Cliff & Periodic Vesting
• No Acceleration

8. Buy/Sell Provisions
• Disability
• Death
• Divorce
• Bankruptcy
• Other Involuntary Transfer

9. Restrictions on Transfer
• Company Consent
• Right of First Refusal

10. Preserve Intellectual Property
• Acquire ASAP
• Work for Hire
• Register ASAP
• NDAs & Non-Competes

11. Q&A