Startup Lawyers for Delaware

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Meet some of our Startup Lawyers

Scott S. - Startup Lawyer in Delaware
View Scott
5.0 (67)
Member Since:
October 27, 2021

Scott S.

Attorney
Free Consultation
New York, NY
19 Yrs Experience
Licensed in NY
Benjamin Cardozo School of Law

I specialize in business law and contracts, with an emphasis on commercial transactions and negotiations, document drafting and review, employment, business formation, e-commerce, technology, healthcare, privacy, commercial real estate, data security and compliance. Specifically, I've drafted, reviewed and/or negotiated thousands of MSA's, NDA's, TOS', SAAS, sales, service, managed services, referral, reseller, royalty, finder’s fee, employment, contractor, consulting, advertising, marketing, manufacturing, distribution, management, artist, author, agency, photography, rental, lease, vendor, partnership, website, platform, application, privacy, non-compete, non-circumvent, confidentiality, IP ownership and licensing agreements so I'm very familiar with these types of documents. Practicing law since 2006, I worked in-house before starting my own solo practitioner law firm in 2011. I've worked with individuals and start-ups, Fortune 500 companies, and every type of entity in between, always providing quality legal work that fits the exact needs of the person and/or business. I’m a graduate of the Benjamin Cardozo Law School and also have an English degree from Penn.

Recent  ContractsCounsel Client  Review:
5.0

"Scott helped me reviewed the contracts and saved me from getting into a trap of an outsourced sales services provider from Philippines and Australia"

Gamal H. - Startup Lawyer in Delaware
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5.0 (1)
Member Since:
October 31, 2021

Gamal H.

Attorney
Free Consultation
New York City
28 Yrs Experience
Licensed in NY
New York Law School

I am a commercial contracts attorney with twenty years of experience. I have represented major corporate clients including Amazon, Marvel, and Viacom as well as independent entertainment professionals and technology startups.

Recent  ContractsCounsel Client  Review:
5.0

"Gamal has been a pleasure to work with. This book is the first in a 4-book series and I will certainly retain him for all of them should the publisher wish to exercise that option. Well done!"

Ralph S. - Startup Lawyer in Delaware
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5.0 (76)
Member Since:
October 31, 2021

Ralph S.

Business, contract, prenup and startups Attorney
Free Consultation
Gainesville FL
15 Yrs Experience
Licensed in DC, FL, MA
University of Florida Levin College of Law

Ralph graduated from University of Florida with his JD as well as an LLM in Comparative Law. He has a Master's in Law from Warsaw University , Poland (summa cum laude) and holds a diploma in English and European Law from Cambridge Board of Continuous Education. Ralph concentrates on business entity formation, both for profit and non profit and was trained in legal drafting. In his practice he primarily assists small to medium sized startups and writes tailor made contracts as he runs one of Florida disability non profits at the same time. T l Licensed. in Florida Massachusetts and Washington DC this attorney speaks Polish.

Recent  ContractsCounsel Client  Review:
5.0

"Ralph was very nice and did a great job drafting my website's Terms and Privacy documents. Would hire him again for future work."

Rodrigo M. - Startup Lawyer in Delaware
View Rodrigo
5.0 (1)
Member Since:
November 2, 2021

Rodrigo M.

Attorney
Free Consultation
Mexico City
15 Yrs Experience
Licensed in AK
Instituto Tecnologico Autonomo de Mexico

Mexican Lawyer specialized in Corporate, Fintech and Financial Law

Recent  ContractsCounsel Client  Review:
5.0

"Rodrigo was absolutely amazing!! Full of legal knowledge and an incredible help for us. He thoroughly drew up our contract for us and fixed many errors and omissions that were already present and went over everything with me. I am so happy we found him. No way we could have done it without him. HIGHLY RECOMMEND."

Ramanathan C. - Startup Lawyer in Delaware
View Ramanathan
4.8 (81)
Member Since:
January 20, 2022

Ramanathan C.

Attorney
Free Consultation
New York
8 Yrs Experience
Licensed in NY
London School of Economics and Political Science

Triple Qualified New York Attorney, Australian Lawyer & Enrolled NZ Barrister & Solicitor

Recent  ContractsCounsel Client  Review:
5.0

"Rama was timely and responsive to all my needs & questions. From day one, he presented a tailored proposal for my project that felt personalized and thoughtful. He is pleasant to work with and professional with his legal advice. I'd be happy to work with him again."

Oscar B. - Startup Lawyer in Delaware
View Oscar
Member Since:
October 28, 2021

Oscar B.

Attorney
Free Consultation
Saint Petersburg, FL
24 Yrs Experience
Licensed in FL
Stetson University, College of Law

Oscar is a St. Petersburg native. He is a graduate of the University of Florida and Stetson University, College of Law. A former US Army Judge Advocate, Oscar has more than 20 years of experience in Estate Planning, Real Estate, Small Business, Probate, and Asset Protection law. A native of St. Petersburg, Florida, and a second-generation Gator, he received a B.A. from the University of Florida and a J.D. from Stetson University’s College of Law. Oscar began working in real estate sales in 1994 prior to attending law school. He continued in real estate, small business law, and Asset Protection as an associate attorney with the firm on Bush, Ross, Gardner, Warren, & Rudy in 2002 before leaving to open his own practice. Oscar also held the position of Sales & Marketing Director for Ballast Point Homes separately from his law practice. He is also a licensed real estate broker and owner of a boutique real estate brokerage. As a captain in the US Army JAG Corps, he served as a Judge Advocate in the 3rd Infantry Division and then as Chief of Client Services, Schweinfurt, Germany, and Chief of Criminal Justice for the 200th MP Command, Ft. Meade, Maryland. He is a certified VA attorney representative and an active member of VARep, an organization of real estate and legal professionals dedicated to representing and educating veterans. Oscar focuses his practice on real small business and asset protection law.

Rachael D. - Startup Lawyer in Delaware
View Rachael
Member Since:
October 28, 2021

Rachael D.

Attorney
Free Consultation
New York
14 Yrs Experience
Licensed in NY
Touro Law

We help simplify every transaction and provide a superior level of customer service to create long lasting and trusted relationships with our clients. Our goal is to guide our clients with practical and zealous legal representation and eliminate the difficult nature of any legal transaction.

Yoann E. A. L. - Startup Lawyer in Delaware
View Yoann E. A.
Member Since:
October 29, 2021

Yoann E. A. L.

Attorney
Free Consultation
California
7 Yrs Experience
Licensed in CA
Concord Law School at Purdue University Global

For over 15 years, I accumulated both hands-on technical and business experience as an IT engineer and entrepreneur, enabling me to understand your challenges probably better than anyone else on the legal market! My California-based full-online practice focuses on: - Intellectual Property (Copyright / Trademarks) - Privacy / Data Protection - Commercial matters (e.g. service contracts) - Corporate (e.g. incorporation, restructuring)

Melanie C. - Startup Lawyer in Delaware
View Melanie
Member Since:
October 31, 2021

Melanie C.

Business & Intellectual Property Attorney
Free Consultation
NY/NJ
22 Yrs Experience
Licensed in NJ, NY
Emory University School of Law

Melanie Cunningham specializes in helping entrepreneurs remain creative and expansive by establishing the foundation of their business and protecting and maximizing their intellectual property. It’s her belief that entrepreneurs and micro and small business owners play a critical role in our communities, which propelled Melanie to return to private practice after more than a decade working for global financial institutions. Melanie’s practice is dedicated to delivering excellent legal support and protection to this vital, but an often underserved, community. Melanie credits her business training and the skills developed as a senior compliance officer with enabling her to help small business owners have a legally compliant business, while proactively advising clients during the growth process. She’s helped diverse entrepreneurs do business in a way that focuses more on collaboration than competition. Melanie has counseled small business owners in determining what is protection worthy (helping them obtain trademarks and copyrights) and making contact on their behalf in the case of infringement.

Josiah Y. - Startup Lawyer in Delaware
View Josiah
Member Since:
November 10, 2021

Josiah Y.

Managing Shareholder of The Law Office of Josiah Young, PC
Free Consultation
Sacramento, California
13 Yrs Experience
Licensed in CA, NY
American University Washington College of Law

Attorney licensed to practice in both California and New York, Josiah is focused on helping people understand what's in their contracts, and do business with confidence.

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Startup Legal Questions and Answers

Startup

Convertible Note

California

Asked on Jul 30, 2023

Convertible note vs. equity financing?

I am an entrepreneur and I am in the process of raising capital for my startup. I am considering both convertible note and equity financing options and am trying to decide which one is best suited for my company. I need to understand the key differences between the two options to make an informed decision.

Thaddeus W.

Answered Sep 8, 2023

Good question. Convertible notes (as well as SAFE's, discussed below) differ from equity in several respects. The most fundamental difference is that a convertible note is debt. A second major difference is that, although the note is debt, its terms include the noteholder's right to acquire an equity position in the future; if a certain event later occurs (defined in the note, but typically the sale of preferred stock to a future investor (e.g. a venture capital firm), but also a sale of the company can have a similar effect), this will trigger the note to convert into equity and the note is "satisfied" ... that is, the debt is extinguished when the note converts and the holder thereby becomes an equity holder (typically coming to own shares of preferred stock very similar to that issued to the future investors in that triggering event). These two differences are related to a third. A convertible note is often issued without a valuation of the company. For example, when a startup business has no operating history, it is impossible for the startup founders or the investor to decide what the company is worth. Equity cannot be issued for a fair market value (FMV), since there is no basis to determine what the FMV is. A convertible note resolves that by giving the investor (the note holder) the right to convert the note into equity later on, when another investor and the company can agree on a company valuation. In other words, the convertible note allows the company to "kick the can (of valuation) down the road" to be dealt with at another time. But, since a convertible note is debt, is has a repayment provision, and normally carries interest. This means that the note is carried on the company's balance sheet as debt, and presents the company with the future obligation to repay the note if a conversion event has not happened before the note's maturity date. So, SAFE's are often used, especially now that they have become so familiar to investors. (SAFE stands for Simple Agreement for Future Equity). Essentially, as SAFE is a convertible note without the debt features. A SAFE carries no interest and does not have to be repaid. The investor in a SAFE will normally be sophisticated and able to assess the chances the company will do well enough for a conversion event (the issuance of preferred stock, or a sale of the company) to result in the investor's SAFE converting, and thus give the investor comfort that would otherwise be lacking in an instrument that has no repayment obligation. Like a convertible note, a SAFE kicks the can of valuation down the road, where a valuation can later be determined by the company and a future investor. Founders should exercise caution in issuing convertible notes or SAFE's. Among other reasons, founders commonly do not appreciate the impact that convertible notes or SAFE's can have on the founders' own ownership. Convertible notes and SAFE's often include a feature called a "valuation cap." This can result in surprising dilution, as well as the issuance of equity to the converting note or SAFE holder at what is effectively a very low price per share, costing the company far more than the founders may have expected. Also, notes and SAFE's with very similar, but different, terms can result in a complicated capitalization table, making negotiations with venture capital firms later on more difficult, an equity transaction more complex, and thus the process more time-consuming and (therefore) more expensive.

Read 1 attorney answer>

Startup

LLC

Alabama

Asked on Feb 10, 2023

State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area.

Seeking an attorney for advice as to what I need to start up an online business, specifically a Nanny Placement Agency. Do I need a license in the state of Texas and what do I need to protect myself against possible unforeseen lawsuits. I will be living in the Houston area soon but want to start my online business remotely (Michigan) asap. I have an LLC in Michigan already, I assume I may need one in Texas as well, is this correct?

Jimmy V.

Answered Feb 24, 2023

Hello, I can help you with this project. I’m a semi-retired, long-time Texas attorney with substantial experience in business and corporate law. I counsel startups and small businesses, help them set up corporations or LLCs across the country and draft a variety of contracts and corporate documents. You should have an LLC for liability protections, whether it's in Michigan or in Texas. Actually, you would be better off organizing a Texas LLC because your Michigan LLC would have to register in Texas so you would be paying extra fees. There is no licensing requirement for nanny agencies in Texas. If you are interested, I will make you a flat fee bid to set up an LLC for you here in Texas. Thx. JV PS For more information about business entities, download a free copy of my ebook "Should Your Small Business Become a Corporation or an LLC? A Look at Liabilities, State & Federal Taxation & More!" from my website types-of-business-ownership.com

Read 1 attorney answer>

Startup

Convertible Note

Ohio

Asked on Jul 6, 2023

Can a convertible note be transferred?

I am a startup founder and I am considering using a convertible note to raise capital. I am aware that convertible notes are agreements between investors and startups, but I'm not sure if they can be transferred to other investors. I need to know if this is possible so that I can make an informed decision about the best way to raise capital for my business.

Paul S.

Answered Aug 4, 2023

It depends on the terms of the convertible note. If you don't want it to be transferable, then you should include a provision in the note prohibiting transfers, assignments, etc.

Read 1 attorney answer>

Startup

LLC

Texas

Asked on Oct 26, 2023

What are the benefits of LLC formation?

I am a small business owner looking to expand my operations and protect my personal assets. I am considering forming a Limited Liability Company (LLC) and would like to understand the benefits of doing so. I understand that an LLC provides limited liability for its owners, but I am also interested in the tax implications and other benefits of LLC formation.

Jimmy V.

Answered Nov 3, 2023

The LLC has three advantages over other types of business entities: (1) it creates a liability shield for the owner's personal assets in case the business gets sued; (2) the LLC has "pass-through" taxation - in other words, unlike a corporation, there is no tax due at the entity level. All profits and losses "pass through" to the owner and are accounted for on the owner's individual tax return; (3) the LLC is a simple and flexible business structure that does not require as much paperwork as a corporation.

Read 1 attorney answer>

Startup

Vesting Agreement

Pennsylvania

Asked on Apr 4, 2022

Erin hope your having a great day! I am starting up my cold pressed juice company im bring in a co founder who's handling all branding and marketing I wan to give him some equity. looking for help with splitting equity and writing up a vesting agreement. thanks looking forward to hearing from you.

.

Ryan W.

Answered Apr 26, 2022

HI Erin. Congratulations on starting your cold pressed juice venture. That is exciting. I do have experience drafting agreements between founders and investors. Vesting agreements can be very flexible to meet the needs of the parties. They are very useful when a party is investing sweat equity in addition to or in place of cash. I am happy to discuss such agreements with you and how they relate to your particular venture.

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