Transcript Gardere PowerPoint Template (Blue)

Startup Success:
From Formation to Exit
Panelists: Tommy Haskins, Gardere
Adam Hull, Gardere
Rick Jordan, Gardere
Evan Loomis, Co-Founder, StartupRunner
Taxation of C-Corps
IRS
Tax on Dividends
Tax on Company Income
Shareholder #1
Dividend
Income
The Company
Dividend
Shareholder #2
Taxation of LLCs
IRS
Tax on Distribution
Member #1
Distribution
Income
The Company
Distribution
Member #2
Taxation of S-Corps
IRS
Tax on Dividend
Tax on Salary
Salary
Stockholder #1
Dividend
Tax on Dividend
Income
The Company
Tax on Salary
Salary
Dividend
Stockholder #2
Financing Sources
Angels
• Friends and Family
• Initial/Seed Funds
Blood/Sweat/
Tears
Venture
Capital
• Traditional
• Corporate
Why Founders Should Comply with
Securities Laws
• You’ll be able to sleep at night if the business takes
a dip
• Investors can “rescind” their investment, that is, get
their $$$ back
• During a VC round, the investor won’t get cold feet
during diligence
• You’ll save $$$ in future legal fees
Five Things Founders Should Know
About Securities Laws
1.
Securities laws do not discriminate, are designed to protect
investors, and have broad application
a.
2.
All securities offerings must be registered unless exempt
a.
b.
3.
Want to take advantage of preemption of state securities laws
Typical route: Rule 506(b)
If a typical Rule 506(b) deal, don’t advertise the offering and only
take $$$ from “accredited” investors
a.
b.
5.
Section 4(a)(2) of the Securities Act
Regulation D Safe Harbor
For financing rounds, use Regulation D if you can
a.
b.
4.
Stock, membership interest, warrant, stock option, convertible note, etc.
Know which entities are accredited
For individuals: Net worth test and income test
Make proper disclosures, paper up each offering, and beware of
integrated offerings
a.
b.
Key disclosures: Financial projections (with assumptions), risk factors, use of proceeds,
interested party transactions
Key documents: PPM, subscription agreement, investor questionnaire
Traps for the Unwary
All of my investors are accredited, except my
best friend, but he’s a good dude so it should be
fine.
Traps for the Unwary
@ignorantissuer.com: We’ve started raising
our first round of investment capital – check
out our website for more info, and please
invest!
Traps for the Unwary
I’m planning to buy a Rolex with the 2%
commission I’m going to take from the offering
proceeds.
Protect Your Startup:
IP Law Basics
Panelists: Michael Dubner, Gardere
Tommy Haskins, Gardere
Terrell Miller, Gardere
Toby Thomas, President/CEO, EnSite Solutions
Protect Your Startup:
Avoiding Costly Disputes
Panelists: Megan Batchelor, Gardere
Allen Burt, Founder & Managing Director, Blue Stout
Tommy Haskins, Gardere
Leslie Robnett, Gardere