Hiring a Programmer? Get an Invention Assignment Agreement

This post first appeared in Startup Southerner on March 23, 2016.

Founders have a lot to think about when starting a new company, such as finding the right team, developing their strategy and getting the company’s legal structure in place. One item that should not be left out is ensuring the company owns the intellectual property to its content, such as software code, written works, and audio/visual material. A key part to this is to ensure that everyone—from founders to independent contractors—working on this content has signed invention assignment agreements. [Read more…]

Filing Is Not Enough: 6 Steps You Must Take to Incorporate

This post first appeared in Startup Southerner on February 1, 2016.

When it comes to incorporating a startup, founders often file articles of incorporation (a.k.a. a charter or a certificate of incorporation) with their state’s secretary of state and stop there. They think that the filing is enough to form the corporation. However, forming a corporation involves a number of additional steps, and a corporation is not validly formed unless many of these steps are performed. So, here are the most important ones. [Read more…]

The Pitfalls of Moonlighting in a Day Job for Startup Founders

This post first appeared in Southern Alpha on November 2, 2015.

Many, if not most, founders have difficulty being able to afford to work full-time for their startup right from the start. But working in a day job while moonlighting at your venture presents some particularly dicey legal issues that can cause issues down the line.

In particular, moonlighting for your startup presents a significant threat to your startup’s intellectual property, especially if you’re currently working at a technology company. Many employers, especially technology companies and other IP-intensive businesses, require all employees to sign invention assignment agreements, which are often very broad and give your employer rights to any IP you create that relates to the business of your employer or any reasonably anticipated business of your employer. This is the case even if the IP was created on your own time and without the use of your employer’s facilities. [Read more…]

Thoughts on the Final Crowdfunding Regulations

In October, the SEC finally completed its implementing regulations to Title III of the JOBS Act, more commonly known as the “crowdfunding” exemption. The 600-page release can be found here. I’m not going to bother summarizing these regulations, as so many others have done a very good job doing of that already.  So, as I previously did with the proposed regulations, I’ll instead offer some of my thoughts on and reactions to the final rules: [Read more…]

Why You Can’t Really Include Non-accredited Investors in Rule 506 Offerings

One common misconception I encounter among startups is the idea that companies raising capital can include non-accredited investors in Rule 506[1] offerings. While it is technically true that a Rule 506 offering may include up to 35 non-accredited investors, what is often missed is that it is not really practical to do so. [Read more…]