1.        Entrepreneur Basics: Legal and Financial Issues in Building a Startup Company Stock and Employment Issues for Startups December 13, 2007
David Frazee Partner 101 Jefferson Drive Menlo Park, California Telephone: (650) Facsimile: (650)

2. Employment and Compensation Issues
Welcome to California!
Areas Covered:
Wages and Hours
Taxes
Noncompetes
Hiring and Firing, Discrimination, etc.
Privacy
Stock and Compensation

3. Wages and Hours
Exempt v. non-exempt
Overtime
PTO and vacation
Penalties
The Department of Industrial Relations
Deferral arrangements

4. Taxes Consultants, employees, leased personnel
Withholding and reporting
Liability for officers and directors
The IRS and their California friends

5. Noncompetes Section 16600 What to do Prohibition on non-competes
Exceptions
Creativity
Other states
What to do
Understand the real issue
Focus on your trade secrets and IP

6. Hiring and Firing The Myth of California Firing
"At will" and how to keep it that way
When you cannot fire
An illegal or retaliatory reason
A discriminatory reason
Discipline, document, communicate
Severance
Releases

7. Discrimination What is discrimination? Sexual harassment
When is it illegal?
The "prohibited list"
Sexual harassment
What is it?
Does it matter who does it?
Preventing discrimination
Consistency, communication, documentation
Investigating discrimination

8. Privacy Some things are statutory Most things are not
Medical records, e.g.
Most things are not
What is the reasonable expectation of privacy?
Company property
The importance of policies

9. Other Topics Omitted FMLA Pregnancy Disability
ADA and reasonable accommodation
ERISA
Immigration

10. Stock and Compensation
Securities issues
Exemptions
Finders
Fraud
Tax issues
Fun with capital gains and ordinary income
83(b) hell
Fairness issues
Vesting issues

11. Other Matters Not understanding why people become punitive
Accepting a B-level team
Great people can do it all
Failure to fire; hard to do
Best individual contributors are not best managers
Treating friends differently
Not rewarding performers
International issues
Pretending you are not going to be fired yourself