10,000 Startups
Legal Strategies For Startup Success
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Roger Royse Law
As a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, domestic and international tax, mergers and acquisitions, and fund formation, I have been an instructor or professor of legal, tax and business topics for the Center for International Studies in Salzburg, Austria, as well as the Golden Gate University School of Law and Stanford Continuing Studies.
10,000 Startups Podcasts
Andrea Starrett, QSBS Planning
Andrea Starrett is a Certified Specialist in Estate Planning by the California Bar with a Master’s Degree in Taxation. Starrett Law clients are founders and executives of California's most well-known companies, and families with extensive real estate holdings. Using trusts, entities, and gift and sale transactions, Andrea structures the responsible transfer of wealth to the next generation to minimize transfer taxes, including estate and gift taxes, property taxes, and income taxes. Pre-IPO Wealth Planning | Liquidation Event Planning | Planning for Young Families | Property Tax Planning | Family Business Succession | Charitable Planning | GRATs | CRTs | IDGTs | Family Dynamics Planning | Trust Administration | Probate | Estate & Gift Tax Return Filing
rin (Nordby) West Cybercrime and Crypto Expert, International Educator, Prosecutor with REACT Task Force, Santa Clara County. Prosecutor to REACT -- Santa Clara County's elite high tech investigative force -- who has taken down international SIM swappers, disrupted fraudulent call centers abroad and now is actively working to combat the romance investment scammers known as pig butcherers. Erin assists victims and is a resource to state and local law enforcement eager to enter the cryptocurrency investigation arena.
Digital Assets with Derek Khanna
Derek Khanna is the former lead counsel to the Digital Chamber and a political commentator and columnist. He has written for the Washington Post and The Guardian, maintains a blog with Forbes, and is a regular contributor with The Atlantic, National Review Online, Human Events and Politix. He is also an adviser and board member to several technology start-ups. He was listed on Forbes's 2014 list of 30 under 30 for law in policy for his work on technology policy and the successful phone unlocking campaign which resulted in the Unlocking Consumer Choice and Wireless Competition Act (S. 517/ P.L. 113-144) passing Congress and being signed into law by President Obama on August 1, 2014.
Trump v Harris: Tax policy for startups
This episode compares where the candidates are or likely will be on tax policy as it relates to startups
https://www.haynesboone.com/people/r/royse-roger https://rogerroyse.com/
Larry Shosid on Hart Scott Rodino for startups
Larry Shosid is a partner in the Corporate and Real Estate Practice Groups in Haynes Boone’s Dallas office.
His practice focuses on mergers and acquisitions, securities offerings, general corporate representations, partnerships, international transactions, lending and investments, and various real property and energy transactions. Larry also counsels clients on antitrust compliance matters, including filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Petra Loer, Andersen, Startup Valuation
Petra Loer is a member of the Valuation Services Group at Andersen. Her experience includes the valuation of closely held businesses, business interests, intangible assets, intellectual property, debt instruments, and derivatives. These engagements span a variety of purposes, including financial reporting, tax planning and reporting, mergers and acquisitions, litigation support, strategic planning, and restructuring.
IT protection: protocols and procedures for trade secret protection
Truman Roe is the CEO of Tru Technical Partners, Inc. an outsourced CIO that guides technology advancement for your company and helps companies compete and protect data from cyber criminals and provides 24/7 IT services to businesses in the San Francisco Bay area. https://trutechnical.com/
My thoughts on the proposed California beneficial ownership reporting law
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, domestic and international tax, mergers and acquisitions, and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. https://www.haynesboone.com/people/r/... https://rogerroyse.com/
The end of Chevron deference and its impact on startups
This episode discusses the recent Supreme Court case of Loper Bright Enterprises v. Raimondo and what it means for startup companies
CFIUS: foreign investment in US companies and tech transfers
Ed Lebow has been skillfully representing clients in international trade cases for more than 30 years. They often comment that his approach is exceptionally business-oriented, cost-effective and targeted. Through years of providing insightful counsel to both domestic and foreign companies, Ed has developed a broad and comprehensive perspective, which he brings to his clients’ business needs. Ed is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory.
Colin Giuseppe Cox is an associate in the International Practice Group of Haynes and Boone and is licensed to practice in both Florida and Texas.
His practice focuses on a variety of international corporate matters and cross-border projects, including cross-border investments, financing, project development, and negotiations. He regularly assists clients in domestic and international mergers and acquisitions, private equity, and capital market transactions.
Commercial lease terms with Kelly Bufton
Kelly Bufton is a senior counsel in the Real Estate Practice Group in the Chicago office of Haynes and Boone.
He has represented clients on both sides of every kind of transaction in the real estate industry. He has represented landlords and tenants, sellers and buyers, lenders and borrowers, and developers and investors.
Kelly’s practice focuses on all types of real estate transactions, including development projects, finance transactions (on behalf of lenders and borrowers), acquisitions and dispositions, joint venture agreements, and leases, among other matters.
SRS Acquiom provides an in-depth analysis of the current M&A climate and deal terms regarding earnouts, purchase price adjustments, and the strategic use of escrows. Whether you’re a seasoned M&A professional or new to the field, this episode offers valuable insights to help you navigate the complexities of today’s M&A environment.
Is Delaware a better place to incorporate than Nevada? What is the difference and why do VCs insist on Delaware?
Alternative Dispute Resolution (ADR): Arbitration and Mediation, Judge Robert Foiles
Hon. Robert Foiles (Ret.) joined JAMS after serving nearly 27 years on the San Mateo County Superior Court. As a two-time presiding judge and prior settlement judge, Judge Foiles brings varied and vast experience, including civil and complex litigation, probate and family law. As a trial judge, he presided over nearly 150 civil and criminal jury trials, including numerous high-profile cases, and conducted over 1,000 mandatory settlement conferences as the civil settlement judge.
Olson v California: AB5 survives another court challenge
The new Angel Capital Association form of convertible note
About Modlin Legal
Attorney Marina Modlin helps clients to accumulate wealth and preserve wealth for future generations. Her firm, Modlin Legal, focuses exclusively on drafting complete new estate plans, reviewing and updating exiting wills and trusts, post-death administration including probate, and trust administration.
Scarlett Johansson's dispute with OpenAI: legal issues
Annie Allison discusses legal issues. Annie is a counsel in the Intellectual Property Practice Group in the New York office of Haynes and Boone, LLP where she helps clients to obtain, enforce, and leverage their valuable intellectual property assets.
Recent developments in the taxation of crypto
Recent developments affecting Decentralized Autonomous Organizations
Forever Chemicals with Mary Simmons Mendoza Chair - Environmental Practice Group, Haynes & Boone LLP
From the FDA: "Per- and polyfluoroalkyl substances (PFAS) are a diverse group of thousands of chemicals used in hundreds of types of products. PFAS in the environment can enter the food supply through plants and animals grown, raised, or processed in contaminated areas. It is also possible for very small amounts of PFAS to enter foods through food packaging, processing, and cookware." PFAs are implicated in cancer, diabetes, thyroid, heart disease and other diseases.
The importance of documentation
Mini Kapoor, Occupational Safety and Health Act (OSHA)
Mini Kapoor is a partner in the Occupational Safety and Health and Litigation practice groups in the firm’s Houston office. Mini has handled OSHA compliance matters and OSHA administrative trials in several states across the country for clients in multiple industry sectors including, supply-chain, retail, telecommunications, healthcare, and manufacturing. On the compliance side, her experience includes process safety, industrial hygiene, PPE, fall protection, material handling & storage, record-keeping, electrical, and machine guarding. She has successfully defended clients in OSHA administrative trials, including trials on PPE in California, powered industrial trucks in Utah, recordkeeping in Iowa, and other regulatory matters in other trials in California. Mini is certified in OSHA standards for industrial hygiene, respiratory protection, and electrical standards.
Self-driving car sued for negligence. Can a machine be negligent?
Comments on the Astralabs/Newchip warrant litigation
My comments on accelerator warrants. The Astralabs or Newchip accelerator is in a chapter 7 liquidating bankruptcy. The Bankruptcy Court ordered a sale of the accelerator's main asset, i.e. its warrants taken in its startup company participants. This case illustrates the tremendous vallue in accelerator warrants.
Dan Siciliano on lessons from OpenAI
F. Daniel Siciliano, a U.S. born first generation Mexican-American, is a successful serial entrepreneur, corporate executive, venture capitalist, and an independent director on the board of the Federal Home Loan Bank of San Francisco. He recently co-founded and is CEO of Nikkl, Inc. Alongside his entrepreneurial career, he was a Stanford faculty member (Stanford Law Professor of the Practice and Associate Dean) for more than a decade and is a recognized expert in corporate strategy and governance, capital financial markets, technological disruption (including fintech, insurtech, AI and cybersecurity), and executive compensation.
Short take on the new FTC Rule banning worker non competes
In March 2024 Elon Musk sued Sam Altman and OpenAI in California court, alleging breach of contract to develop artificial general intelligence to benefit humanity and not as a for-profit company as well as related fiduciary claims. Here is my take on the complaint.
Sam Bankman-Fried and the law of fraud
Sam Bankman-Fried was sentenced to 25 years in prison by a judge in April for stealing $8 billion from customers of FTX . If he can't be a good example, he can at least be a horrible warning. Here is my take on what startup founders can learn from this case.
What you need to know about angel and venture funding
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, domestic and international tax, mergers and acquisitions, and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. https://www.haynesboone.com/people/r/royse-roger https://rogerroyse.com/ I am at
roger.royse@haynesboone.com. HB
https://www.haynesboone.com/people/royse-roger subscribe to my substack
https://substack.com/@rogerroyse?utm_source=profile-page You can find me on
LinkedIn at https://www.linkedin.com/in/rogerroyse/ https://linktr.ee/rogerroyse You can see
information on our emerging growth practice on our website at:
https://www.haynesboone.com/experience/practices/emerging-companies-and-venture-capital
Please see my resource page at: https://totalstartupsolution.com/ and follow me
on twitter at https://twitter.com/rroyse00 Subscribe to our YouTube channel at
https://www.youtube.com/user/RoyseLaw My Intro Video https://youtu.be/6McHpANsMZg Podcast at
https://podcasts.apple.com/us/podcast/10000-startups-podcast/id1682776039 See my new book:
10,000 Startups at https://store.bookbaby.com/book/10000-startups https://www.amazon.com/10-000-Startups-Strategies-Startup-ebook/dp/B09S14JQ9K/ref=tmm_kin_swatch_0?_encoding=UTF8&qid=1645143120&sr=8-4
AI and the case of the erroneous chatbot, Phil Albert dissects Moffatt v. Air Canada
Mr. Albert's practice focuses on patent prosecution (obtaining patents for clients), patent portfolio advice, advising clients on the intersection of industry standards and patent portfolio building, and legal issues related to open source software. He is a licensed patent attorney and a member of the California Bar.
Specialties: patents, trade secrets, technology licensing, electronics, software, high tech, open source software, industry standards bodies, patent pooling, defense against patent trolls and patent chameleons, intellectual property, IP audits, IP due diligence as part of corporate transactions/mergers.
Bob Dunn, GF Data and the state of private equity
Bob Dunn (bd@gfdata.com) is managing director for GF Data, leading all aspects of the business for its new owner, the Association for Corporate Growth (ACG). Prior to joining GF Data and ACG, he served as Chief Development Officer and General Manager of Portfolio Management Research for With Intelligence (FKA Pageant Media). Prior to that he ran Hedge Fund Intelligence and Institutional Investor Intelligence for Euromoney Institutional Investor. Prior to that he ran Dow Jones Private Markets for Dow Jones & Co. with oversight of product management.
Bob has experience in both corporate and start-up environments, and an in-depth knowledge of private and public markets, including asset management, corporate finance, private equity, venture capital and hedge fund industries. Bob began his career as a journalist covering private equity. He received his BA from Bowdoin College, and his MS in journalism from the Newhouse School at Syracuse University.
What are trade secrets and how can we protect them? Should you rely on patent or trade secrets? Or both? How can we protect AI? This week's podcast takes a deeper dive into the law of trade secret and how and why to protect them.
My thoughts on Cantor Fitzgerald v. Ainslie; partnership forfeiture for competition provision upheld
QSBS - qualified small business stock
This episode summarizes the QSBS tax rules with respect to stock in a startup
https://www.slideshare.net/slideshows/qsbs-for-startups-investors-and-founders/266344559
NSBA v. Yellen - the Corporate Transparency Act is unconstitutional
In March 2024, a District Court in Alabama ruled that the CTA is unconstitutional. I discuss what that means to you.
Marvin Glazer has been a registered patent attorney in private practice since 1979. Before passing the Arizona Bar, he worked as an integrated circuit engineer and patent agent for Motorola. In addition to preparing and prosecuting U.S. and foreign patent and trademark applications, he has extensive experience litigating patent, trademark and copyright cases in federal district court and in the appellate courts. While his technical education focused upon electronics, computer software and hardware, he has extensive experience working on patent and trademark matters ranging from electronics to archery, from medical devices to motorcycles, and from weather stations to pet toys.
The basics of the Corporate Transparency Act (CTA)
The Corporate Transparency Act (the “CTA” ), which addresses anonymous shell companies and money laundering activities, became effective January 1, 2024. The CTA establishes reporting obligations that will require a range of entities to file identifying information about themselves, their beneficial owners (including senior officers and other decisionmakers), as well as people involved in creating or registering the entities with FinCEN (a “BOI Report”).
Funding Strategies for Startups
Attention Startup Founders! Don't miss our event on January 22, 2024, 6:00-7:00 PM PST, featuring Roger Royseand other experts. Gain insights on term sheets, valuation, pitching, due diligence, funding options, equity/debt balance, and negotiation. Enhance your startup growth and funding strategies. Join us for networking, knowledge sharing, and connect with our community. Visit our LinkedIn page ProVentures™for updates and speaker opportunities. Share with others in the startup ecosystem!
Dina Blikshteyn, Generative AI and the law
Dina Blikshteyn is a partner in the intellectual property practice group in the New York office of Haynes Boone. Dina’s practice focuses on post grant proceedings before the US Patent and Trademark Office, AI counseling, and preparing and prosecuting domestic and international patent applications.
Dina is a co-chair of the artificial intelligence practice at Haynes Boone, and regularly speaks and writes on various AI topics.
Dina's patent practice focuses on technology areas. She regularly counsels clients on artificial intelligence and machine learning, cloud computing, cybersecurity, web applications, map and navigation applications, point-of-sale systems, computer graphics, data structures, algorithms, distributed systems, client-server applications, CPU/GPU processor design, operating systems, mobile technologies, databases, database optimization, multimedia and video streaming, financial trading products, banking software, computerized auction software, healthcare systems, internet systems, advertising software, wireless communication systems and applications, telecommunications systems, marketing applications, industrial control systems (ICS), cable systems, and smart grid and micro-grid technologies.
Prior to becoming a lawyer, Dina developed high-frequency trading systems that traded financial instruments on domestic and international exchanges
Frances Johnston, Venture capital term sheets
Francie Johnston's practice focuses on technology start-up companies and includes initial company formation, both company and investor-side representation in private equity financings, securities compliance, general corporate governance matters, commercial contracts, technology licensing, mergers and acquisitions and other strategic transactions.
Before joining Haynes and Boone, Francie worked as a lawyer with the Royse Law Firm and other law firms. Prior to law school, Francie worked with a number of fine arts organizations (the Corcoran Gallery of Art in Washington, D.C., the Santa Barbara Museum of Art, and Sotheby’s auction house in New York) and entertainment companies (CBS Television and Walt Disney Studios in southern California).
This week we discuss the legal issues that startups and their founders need to know and the common legal pitfalls that affect startup companies. Unlike more mature companies, startups typically do not have large legal budgets and in house legal counsel focused on legal compliance. Nevertheless, startups must be aware of and comply with law, especially with respect to the issues that are unique to startups.
The presentation will cover those unique issues as well as the sometimes surprising and every evolving California rules. In particular, we summarize:
- Corporate formation and choice of entity and law;
- Securities laws;
- Labor and employment and why virtually evert startup in California is probably out of compliance and what you can do about it;
- Intellectual property strategies using patent, trademark and trade secret;
- Protecting your business through agreements;
- Protecting the founders from personal liability;
- And more.
The speaker draws on more than 30 years of startup experience in describing how to manage legal risk on a startup budget.
Gavin George’s practice encompasses privacy, data processing, technology transactions, and intellectual property in the information age. He counsels clients on international, federal, and state-level privacy compliance and transactional issues, including those related to the California Consumer Privacy Act (CCPA) and the EU General Data Protection Regulation (GDPR). A designated Certified Information Privacy Professional (CIPP/US) since 2014, he was recognized as a 2020 “Stand-out Lawyer” by Acritas Stars (Acritas).
Companies rely on Gavin to launch and guide their privacy compliance programs, including drafting privacy policies, creating data processing agreements, implementing personal information processing consents, handling data subject access requests, and consulting on data breach preparedness and response. https://www.haynesboone.com/people/george-gavin
Olga V. Mack talks about artificial intelligence. Digital Transformation Executive | Above the Law + ACC Docket Legal Tech & Future of Law Columnist | 3x TEDx Speaker | Berkeley Law Lecturer | Notes to My (Legal) Self Podcast Host. https://www.linkedin.com/in/olgamack/
Ian Peck handles complex Chapter 11 bankruptcy cases, out-of-court workouts, and distressed mergers and acquisitions transactions across range of industries. Ian understands that debt restructuring or bankruptcy can often be the most stressful and critical event in a client’s history and he brings a sense of calm determination to each restructuring engagement.
Ian’s experience involves leading roles in numerous high-profile restructurings, including serving as lead counsel for a bankrupt bank holding company facing claims of over $2 billion and representing one of the world’s largest generators and marketers of electricity in its successful Chapter 11 reorganization. Recently, Ian led the successful Chapter 11 reorganization of a nationwide retailer, which resulted in payment of creditors in full and reinstatement of equity, despite the extreme challenges imposed by COVID-19.
Ian has extensive experience in middle-market cases, including representing a manufacturer and operator of helicopters in their successful restructuring as well as guiding the largest retail liquor chain in Texas and a 400-store furniture retailer through the Chapter 11 process. Outside of the courtroom, Ian has helped several companies renegotiate their financial and contractual obligations to avoid contentious litigation or lengthy reorganization proceedings.
One of Ian’s core strengths is his ability to listen to his clients and develop and execute strategies that place them in the best position to accomplish their financial and operational goals. These skills are particularly applicable to representations of private equity firms or their distressed portfolio companies. Many healthy corporations rely on Ian’s business sense and advice on transactions and litigation with financial troubled counterparties.
Ian frequently speaks throughout the country on bankruptcy topics, including various Chapter 11 plan issues and retail bankruptcies. Ian is also a prolific author, having published scholarly articles throughout his career and having served as a contributing author to the Bloomberg Law: Bankruptcy Treatise, the first comprehensive bankruptcy treatise published in the last 40 years.
Ian is an active member of numerous industry associations and serves the community through his pro bono work, including obtaining asylum in the United States for a client who was violently persecuted in her native country.
You can see past episodes at
Apple https://podcasts.apple.com/us/podcast/10-000-startups/id1705589818
Spotify https://open.spotify.com/show/3sVitQ3S211Xg6BfjyYtvv
Amazon https://music.amazon.com/podcasts/4b6381b4-5fa4-40b3-9670-87214cc0b2a4/10-000-startups-legal-strategies-for-startup-success
Google https://podcasts.google.com/feed/aHR0cHM6Ly9mZWVkcy5idXp6c3Byb3V0LmNvbS8yMjQyMzY0LnJzcw
BuzzSprout https://feeds.buzzsprout.com/2242364.rss
I also post video to YouTube at https://www.youtube.com/@RoyseLaw
Jeff Faust, CVA, is the Principal of Valuation Services at ASL. He has over 25 years of experience in the valuation of privately held companies for various purposes including stock option grants (IRC § 409A), Employee Stock Ownership Plans (ESOPs), estate/gift, fundraising, mergers/acquisitions, and more. He has provided valuation expertise to owners/shareholders, trustees, management teams, investors, and start-ups of all sizes and stages of development and in a wide variety of industries including high-tech (Software, Hardware, SaaS, Mobile, Telecom, Social Media, Cloud, AI, Big Data, etc.), manufacturing, construction, engineering, retail, bio-tech, pharma, agriculture and many more. Clients range from long-established companies and highly entrepreneurial ventures to families and individuals. He has also lectured around the world on business valuation theory.
You can see past episodes at
Apple https://podcasts.apple.com/us/podcast/10-000-startups/id1705589818
Spotify https://open.spotify.com/show/3sVitQ3S211Xg6BfjyYtvv
Amazon https://music.amazon.com/podcasts/4b6381b4-5fa4-40b3-9670-87214cc0b2a4/10-000-startups-legal-strategies-for-startup-success
Google https://podcasts.google.com/feed/aHR0cHM6Ly9mZWVkcy5idXp6c3Byb3V0LmNvbS8yMjQyMzY0LnJzcw
BuzzSprout https://feeds.buzzsprout.com/2242364.rss
I also post video to YouTube at https://www.youtube.com/@RoyseLaw.
Charlene Liu, Ph.D., AI and the California Privacy Protection Agency draft regulations
Dr. Jiaping (Charlene) Liu is an intellectual property lawyer with an extensive knowledge of patents and a focus on patent prosecution and assertion matters. Charlene performs client counseling, portfolio development and management in various technological fields, and in particular focusing on AI and deep learning, medical devices, semiconductors, integrated circuits, financial service, and network security. Charlene also frequently counsels clients on assertions and licensing disputes, such as in the realm of standard essential patents.
Before her legal career, she obtained her Ph.D. in electrical engineering from Princeton University, and was a Gordon Wu fellowship recipient. Her doctoral work focused on stochastic modeling of data networks, and she worked on wireless transmission protocols for ad hoc networks at Bell Labs during graduate school.
Managing Global Risk - Christopher Mason and Dr. Ian Oxnevad
Infortal Worldwide is a leading global security and risk management company that helps clients across all industries to mitigate their business risks, and protect employees and assets globally.
As the Vice President of Global Compliance & Investigations at Infortal Worldwide, Chris Mason leads the International Investigations Team and works with clients to coordinate due diligence investigations to facilitate private equity investment, M&A deal making, and international business expansion.
As the Director of Geopolitical Risk at Infortal Worldwide, Dr. Ian Oxnevad leads the firm’s Geopolitical Risk Intelligence & Analysis efforts. Ian’s Geopolitical Risk (GPR) thought leadership informs Infortal Worldwide’s GPR training program, due diligence investigations, and geopolitical risk advisory services.
https://infortal.com/
Michael Hogan. troubled and distressed companies
Michael specializes in assessing strategic options, stabilizing and turning around underperforming businesses and driving exits, by improving operations and margins, refocusing strategy, negotiating debt structuring/renegotiations, increasing cash flow and managing expenditures with focused leadership and control, helping public and private companies with domestic and international operations in a wide variety of industries, including technology (hardware, software, cleantech, biotech, social media, SaaS, ecommerce, semiconductor), telecommunications, manufacturing, distribution, retail, construction and agriculture/wine. https://www.armanino.com/company/people/michael-hogan/
Randy Lieberman: the hidden treasure of R&D tax credits
This week we talk with Randy Lieberman about R&D tax credits. Even startups that pay no income tax can reduce their payroll taxes by claiming this credit. In that way it is a sort of hidden treasure. Randy is at:
Randall S. Lieberman
email: rslieb@earnd.co
mobile: 214.280.9227
site: https://earnd.co
Jared Hanley, Employee Stock Ownership Plans (ESOPs)
Jared Hanley, Principal
jared@breretonhanley.com
Jared Hanley is a Principal with Brereton, Hanley and Company. He heads Brereton’s industry research effort. Mr. Hanley has 15 plus years of investment banking and consulting experience with a broad base of capital raising and mergers and acquisition experience.
Prior to joining Brereton, Mr. Hanley was an analyst with Lehman Brothers, Salomon Smith Barney and Wedbush Morgan Securities, serving regional and national clients in a variety of industries. He has also developed expertise in financial modeling and business valuation. Mr. Hanley has advised on over 50 middle-market transactions totaling over $900M in value.
Mr. Hanley has a B.A. in Economics and a B.A. in Cognitive Science, both from Yale University. He is a FINRA registered securities principal and also a level two candidate in the Chartered Financial Analyst Program.
Soyeun Choi esq and Roger Royse discuss the inbound flip transaction for companies moving into the United States from another country
Patri Freidman, Building the cities of tomorrow.
Our guest this week is Patri Freidman of Pronomos Capital. Patri is well known for the Seasteading Institute which established autonomous ocean communities to enable experimentation. Pronomous is using the lessons of Silicon Valley to create a new model for urban development where the city is the product, working with countries to create new communities that seek - through good governance - to emulate the economic success of Dubai, Hong Kong, Shenzhen and Singapore. https://www.pronomos.vc/
Ryne Miller, Regulation of Digital Assets
Ryne Miller is the Founder and Managing Partner of Miller Strategic Partners LLP and former general counsel of FTX US. Based in New York City, Ryne has prior experience as a senior U.S. financial markets regulator, a seasoned trading and markets regulatory counsel to major global financial institutions, and a general counsel for a U.S. financial services and digital assets business. We spoke today about developments in the securities laws around tokens and digital assets, recent SEC actions and the future of crypto.
Piecing the Corporate Veil, Tracy Duplantier, Lexis Nexis
This week's episode explores the issue of personal liability for the owners (and others) of corporations and LLCs and how you can avoid going down with the ship if your startup fails. Tracy Duplantier is a practice area specialist with Lexis Nexis and has a lot to say about the court doctrine of ignoring corporate legal structures in imposing liability aka piercing the corporate veil claims. The link for the materials is at https://legal.lexisnexis.com/smartstartup
Andrew Pannell: legal considerations for UK companies migrating into the US
Andrew Pannell is a partner in the Investment Management Practice Group in Haynes Boone’s London office. His practice focuses on advising venture capital, private equity and corporate clients on venture and growth capital transactions
Kevin Crisp, What you need to know about trade secret law
Kevin Crisp is a partner in the Litigation Practice Group in Haynes Boone’s Orange County office.
Kevin’s practice covers a range of commercial litigation matters, including corporate fiduciary duty, securities, mergers and acquisitions, and bankruptcy matters, as well as all manner of business torts and contract disputes. A banker before he was a lawyer, Kevin thrives in matters involving finance and accounting.
Kevin also represents clients involved in government investigations and homeowners’ association disputes.
Professor Eric Goldman, Abusive trademark Infringement cases
Eric Goldman is a Professor at Santa Clara University School of Law and Associate Dean for Research, Co-Director of the High Tech Law Institute and Supervisor of the Privacy Law Certificate. Professor Goldman focuses on Internet Law, Intellectual Property Law, and Advertising & Marketing Law.
John Martin, Estate planning for startup founders
Why should a startup founder care about estate planning and why should they start early? Attorney John Martin discusses the importance of early estate planning and tehe tools available to avoid probate costs and minimize transfer taxes. John C. Martin, Esq. is certified as a Specialist in Estate Planning, Trust and Probate Law by the State Bar of California’s Board of Legal Specialization. As an estate planning specialist, John assists clients in establishing living trusts; transferring wealth to the next generation; providing for the protection of minor and adult beneficiaries; devising action plans to manage business, health or financial affairs in the event of incapacity; and handling trust and estate litigation matters. https://johncmartinlaw.com/
Tamara Devitt, labor and employment law for startups
Tamara Devitt, Partner, Haynes Boone LLP, counsels and represents employers in all aspects of labor and employment law. Clients turn to Tamara for defense against claims of discrimination, unlawful harassment, wrongful termination, unfair business practices, and wage and hour claims, including class actions and complex litigation. She advocates for clients in jury and bench trials, arbitration, and pre-litigation negotiations, and in administrative tribunals, including the Equal Employment Opportunity Commission, California Department of Fair Employment and Housing, Department of Labor, and California Labor Commissioner. https://www.haynesboone.com/people/devitt-tamara
Steven Malm, Immigration Law for Startups
Steven Malm is counsel in the Labor and Employment Practice Group in the San Francisco office of Haynes and Boone, LLP, where he leads the Immigration Practice Group. Steven has vast experience representing small, mid-size, and Fortune 500 employers in a wide array of immigration and compliance matters. Steven’s practice of employment-based immigration law includes assisting employers in monitoring and maintaining the immigration status of their foreign workforces. He assists employers in sponsoring foreign workers for such nonimmigrant visas as H-1B specialty worker, L-1 intracompany transferee, and O-1 extraordinary ability visas, as well as other nonimmigrant classifications, and sponsorship for permanent residence through analogous green card categories and the PERM labor certification test of the U.S. labor market.
Subscribe to my podcast: https://feeds.buzzsprout.com/2242364.rss
Margaret Bacheler, Angel Investing
Margaret Bacheler is the Director of Educational Initiatives of the Angel Capital Association (ACA). The ACA is a professional society of accredited angel investors who make up the world's most prolific early-stage investment class. The association is the largest professional development organization for angel investors in the world deploying more than $650 million in early stage capital each year.
https://www.angelcapitalassociation.org/
Robert Houston, BPM LLP, Startup tax traps and opportunities
This week I sit down with Bob Houston to talk about tax issues that arise in a startup setting. Robert Houston is Of Counsel at BMP LLP in San Jose and his practice includes Merger & Acquisition transaction services and tax structuring for multinational multi-entity organizations, including extensive experience with public and closely held corporations. Additionally, Bob’s areas of expertise include Subchapter C, Subchapter S, State and local, tax accounting methods and periods. Bob has been actively involved in developing and delivering tax training programs nationwide for the Big Four accounting firms. Previous experience also includes being an adjunct professor of Accounting and Taxation at Golden Gate University, along with being a contract trainer for a large international bank. Bob holds an active CPA license in California.
Andrew Romans, 7BC Venture Capital. What VCs Want.
Andrew Romans is a successful, consistently top quartile performing VC, VC-backed entrepreneur, former tech VC and M&A investment banker, cofounder of an angel group, General Partner of 7BC Venture Capital and previously the founder and General Partner of Rubicon Venture Capital. He is a university professor and 3x published author on VC and technology. Romans also advises large corporations and governments on policies about Venture Capital and Corporate Venture Capital (CVC). Romans raised over $48m for tech startups he founded by the age of 28. Romans founded numerous startups and raised hundreds of millions of dollars in VC funding and led startups to exits. He is also a frequent guest speaker on MSNBC, CNBC, and ABC. Fluent in English, French and German he holds an MBA in finance from Georgetown University, which he completed on scholarship.
Phil Albert, Patents and Intellectual Property
Philip Albert is a partner in the Intellectual Property Practice Group of the San Francisco office of Haynes and Boone, LLP. His practice focuses on patent prosecution, including interfacing with patent practitioners in other countries, setting up internal patent review processes so that limited resources are allocated to the most important inventions, evaluating patents of others for purchase, licensing, or design-around, and addressing intellectual property components of a larger transaction, acquisition or due diligence project. He has significant experience representing clients developing many critical technologies, including streaming, network protocols, network security, artificial intelligence, blockchain, animation, and the Internet of Things.
An engineer by training, Phil previously worked at NASA’s Jet Propulsion Laboratory and founded a company that produced semi-custom software and turnkey computer systems for accounting tasks and bank operations.
Tom Moore, Strategies for startup failure from a litigator
Thomas E. Moore III has practiced law in Palo Alto continuously since 1984, representing individuals and start-up to mid-size technology companies in intellectual property and commercial litigation matters. His approach is multi-disciplinary and is focused at gaining results in as efficient a manner as possible.
Thomas has handled matters in all four of areas of intellectual property, namely, patents, copyrights, trademarks and trade secrets. That experience includes disputes arising out of complex license agreements. His work in commercial litigation includes breach of contract, breach of fiduciary duties, false advertising and all aspects of the law of fraud.
We talk about fiduciary duties - what are they? Who has them? What do they mean? Founder disputes and the ten to 1 rule.
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