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Complete DIY guide: legal basics for startups

215 点作者 dsplatonov将近 11 年前

13 条评论

grellas将近 11 年前
In launching a venture, use a good lawyer to help you define what is the best legal structure for your venture, who owns what piece of that venture and on what earn-out terms, if any, who has rights to any IP developed by participants in that venture, and who has what authority to run things, either as owners controlling the ultimate management of a company or as directors&#x2F;officers having strategic or operational control over how things are done. And do all this with tax, securities law, and other legal bounds in mind.<p>Are there hazards to founders as they roll along in the earliest stages without the benefit of lawyer review or guidance? Of course. And those hazards lie precisely in failing to understand what needs to be done or in how to do it.<p>But lawyers cost money and every founder is or should be cognizant of the need to budget wisely for such costs.<p>So there is room for good DIY guides and services. Indeed, in today&#x27;s era, DIY guides and services are great and can be valuable: one of the great distinctives of our modern startup era lies precisely in having savvy and informed founders (except for serial entrepreneurs, this was a relative rarity at or before the bubble era). So, yes, by all means, do educate yourself and do use lawyers wisely so as not to overpay or overdo the legal pieces that are secondary (albeit important) to your venture. I encourage what the author is doing here and hope it lives up to its promise.<p>That said, I don&#x27;t believe a DIY guide should include arbitrary rules or procedures.<p>In particular, I disagree that a founders&#x27; agreement is an essential first step on the path toward startup launch. In 30 years of specializing in this stuff, I have seen such agreements in very few startups. They can be helpful but there are no arbitrary rules about the need to use them.<p>A founders&#x27; agreement is after all a <i>formal legal document</i>. It locks in relationships and commitments - meaning, if you agree to its terms, your failure to conform to such roles and commitments can have legal consequences. And, while that can be fine, and while it can certainly go a long ways towards limiting the hazards mentioned above that a lawyer would normally deal with, it can also be frustrating for founders to front-load legal things at a time when the venture is in greatest flux. In many cases, you can wind up trying to define in the abstract, and hence lock in, roles and relationships that are by definition still not settled.<p>As always, the goal is to use good judgment and common sense while educating yourself to the maximum extent possible either through DIY guides&#x2F;resources or with the help of lawyers. But do not think that there is only one process for getting to the goal of a good launch. If a founders&#x27; agreement fits your needs (and if the author offers a good one), by all means use it to your benefit. If not, don&#x27;t get stymied by the thought that you have failed to meet some pre-condition to launch that really does not exist.
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gamblor956将近 11 年前
Always take legal advice from a non-lawyer with heaping grains of salt, because they almost always <i>get it wrong.</i><p>If you really are too shortsighted to pay for necessary legal advice for fundamental aspects of your business and want a DIY guide, check out the NOLO series, which is written and vetted by practicing lawyers and includes business-operational perspectives and considerations.
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seanmccann将近 11 年前
This is actually really dangerous advice in my opinion. While it&#x27;s important to define performance expectations, performance can be subjective and this agreement could leave well performing founders in a bad spot.<p>Seek proper legal advice, please. You get what you pay for.
ausjke将近 11 年前
Come on, this is great for founders who is struggling to survive before they can hire lawyers. Thanks a lot for the blog and it&#x27;s easy to learn some basics comparing to the 400-page Nolo books which I have a few.
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Imagenuity将近 11 年前
The inherent contradiction here always amuses me.<p>&quot;Don&#x27;t listen to blog writer because this, that and other thing, but of course listen to ME the commenter!&quot;<p>The whole point of the post is if you&#x27;re a founder, you need to take care of these legal things: Founders Agreement, vesting &amp; performance, IP, NDA, responsibilities, etc. (NOTE: not a complete list)<p>Of course you should get a lawyer so it is done right and suited to you. Having made all these mistakes, I wish I had known about these things before making these classic blunders.<p>However, if there are boilerplate agreements given with the advice &quot;use these&quot;, THEN release the hounds.
lukasm将近 11 年前
Is there a good book&#x2F;blog with high bang-per-page for newbees? How to avoid rookie mistakes like Zuckerberg&#x27;s with vesting? What do I need to know from idea to series A?
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tptacek将近 11 年前
Why would you need documented performance plans for all the founders? They aren&#x27;t normal employees. If you want to get rid of one, can&#x27;t you just vote them out?
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nirmel将近 11 年前
On a related note, if anyone needs some help from real lawyers with legal stuff, we at Lawdingo (YC W13) are happy to get you connected to a startup lawyer for basic legal advice, or for some quotes on routine legal needs. help@lawdingo.com or 212-785-0632 (ask for Nikhil).
walshemj将近 11 年前
Not to be picky but you need to say for what legal jurisdiction this applies to - advice specific for a USA based company is worth about as much as a chocolate teapot in other country&#x27;s
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ZenPro将近 11 年前
Since you failed to even add a basic legal disclaimer to your own blog I will pass. Unless of course you are stating that your blog constitutes legal advice and I can sue you if things go wrong for me...<p>Every law student will attest that nothing replaces the advice of actual legal counsel. Even lawyers get a lawyer when they need one since you need someone with expertise that up to and including that <i>minute</i>.<p>If you want example of a sterling legal disclaimer then check out<p><a href="http://www.jisclegal.ac.uk/aboutus.aspx#Disclaimer" rel="nofollow">http:&#x2F;&#x2F;www.jisclegal.ac.uk&#x2F;aboutus.aspx#Disclaimer</a><p>A website dedicated to providing legal information.
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Rolpa将近 11 年前
It is always wise to tread legal waters carefully. Always keep in mind that a lawyer with his briefcase can steal more than a hundred men with guns.
ares2012将近 11 年前
I would be wary of taking advice from a CEO who cannot fire his cofounder. Technically that means he is not the CEO and there is no one explicitly in charge of the company.
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alexbilbie将近 11 年前
Is there anything like this for UK startups?
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