1.        Entrepreneur Basics: Legal and Financial Issues in Building a Startup Company Organizing the New Venture and Raising Initial Money July 12, 2007
Stefan Clulow Partner 101 Jefferson Drive Menlo Park, California Telephone: (650) Facsimile: (650)

2. Future Topics Raising Money from VCs
Strategic Protection of Intellectual Property
Financial Matters
Stock and Employment
Doing Business Overseas
The Exit: The Moment of Truth
Agreements and Licensing

3. FORMATON AND SEED CAPITAL
Objectives
Create vehicle for the business opportunity
Protect the Founders
Raise seed capital

4. ENTITY SELECTION C Corporation v. LLC, S Corp, or Partnership
Tax treatment
Flexibility
Pros & Cons
Jurisdiction

5. THE NEW VENTURE'S IP IP Ownership and Protection
Founder technology transfer
Post-formation technology ownership

6. FOUNDER ISSUES Stock Allocation and Option Pool Stock Vesting
Cash Severance Arrangements
Pre-Funding Salary
Indemnification Agreements

7. RAISING CAPITAL How much and for what? Sources Friends & Family
Angels – Networks and individuals
Early-stage funds (e.g., Y Combinator, True Ventures, OATV)
Multistage VCs (Sequoia, Canaan, CRV)

8. DEAL STRUCTURE Keep it simple Finders Convertible Debt Equity
Advantages – quick, easy & cheap
Disadvantages – repayment and default risk and mis-alignment
Equity
Advantages – alignment, no repayment
Disadvantages – more expensive and restrictive

9. RAISING MONEY FROM VCs
Come to the next Perkins Coie ASVC Seminar!