Viewing profile — jalonso510

I don't think it's as nefarious as that. What people are calling the "public" position here is the value of preferred stock sold in a financing, and the "internal" valuation is the…

A new Lands or Lore. Or, a remake of Tie Fighter.

The classified board structure is available for you to read about in their public filings and the Twitter investor relations site. It's not fanciful or nonsense - it's a commonly u…

The shareholder's control over Twitter is not as direct as you are suggesting. Even if 100% of shareholders were supportive of Elon's deal, they could not immediately force the boa…

This is not correct. The board negotiated a deal with Elon after putting the poison pill into effect. If Elon had made a deal directly with the stockholders, that would have trigge…

seems like the springing requirement to negotiate a paid license after $1m in revenue is just destined to be forgotten. it will come up two rounds later in diligence and be a minor…

I think the article is overstating the scope of the coalition a bit. If I understand correctly, it's talking about the format and transportability of the cap table, but not doing a…

Small point only the lawyers will care about - they say they are using Goodwin form documents instead of Orrick form documents. Will make it much nicer to work with companies incor…

The Privacy Shield framework that was just declared invalid by the EU included a requirement that US companies make themselves available for arbitration of disputes brought by EU d…

When term sheets say they are non-binding, they will usually say "except the sections about confidentiality and exclusivity". So those will be the only parts that actually are enfo…

Term sheets do away for the need to speculate about whether there is a binding obligation or not - they always explicitly say that they are not binding, and then both parties sign …

Even in deals where there is a breakup fee, it's not a part of the LOI. It would be negotiated as a part of the Merger Agreement or Asset Purchase Agreement, to cover what happens …

No dispute from me that you can save a little bit on taxes by forming a California corporation if you're in California. Specifically the ~$400 of Delaware franchise taxes. But my p…

For a traditional startup, that will (i) raise money from investors or (ii) give equity to employees, you should just be a Delaware c-corporation. Those are streamlined, known, and…

Early stage would be plain Restricted Stock, as opposed to Restricted Stock Units, which are what is typically granted later on once the company gets large. RSUs are "units" not ac…

I don’t think it’s fair to say he’s just looking out for his self interest here. If you read his post, he’s not advocating for or against the tax bill, just talking about this one …

Sounds pretty unfriendly, but no, no suggestions really - it's up to the company what they want to give you and some companies are just stingy like that. Wish I had something more …

Only a couple or reasons they'd deliverately do that. Most common is if the employee is outside the U.S. and not a U.S. taxpayer, making the distinction irrelevant. Or, if you plan…

"It is not the strike price or the exercise price. It is more-or-less the fair market value of the options when they vest, but if you need to compute your taxes, consult an account…

That's one place where the SAFE is better than a convertible note - a note will have to have a specific term for maturity, usually 18 or 12 months, but a SAFE can just sit there ou…

VC's typically get to charge fees on capital they deploy, not just what their institutional investors have committed to their fund. So in theory, while they could be more transpare…

Couple of things that are not correct in the article: (1) a $50,000 fee for a valuation is crazy- early stage companies pay less than 1/10th that. (2) companies typically do not ge…

My usual advice is you want to incorporate when you either have (i) contracts with third parties, or (ii) other people working on the business with you. It's a spectrum of risk, wi…

This hack is not a good idea. In most states you have to pay that year's franchise tax (the $800 in CA) before you are allowed to dissolve the company or surrender your qualificati…