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Meet some of our New York Startup Lawyers
Jennifer T.
Hello! My name is Jennifer and I practice law in most areas of IP (copyright, trademark, ad tech) with a specialization in entertainment law. I have represented many different content and technology creators, negotiating master service agreements, talent agreements, production agreements, ad agency work, and other IP generalist work.
Ted A.
Equity Investments, Agreements & Transactions | Securities & Lending | Corporate Governance | Complex Commercial Contracts | Outside General Counsel & Compliance
July 19, 2023
Rudy C.
As a multilingual attorney, Rudy Cohen-Zardi holds multiple degrees from several institutions worldwide. He has gained experience in leading firms, including Eversheds Sutherland, LLP and Bank of China (NY). He is licensed to practice in New York. His practice focuses on bankruptcy, corporate, and contracts law.
July 24, 2023
Jeffrey Z.
After a career in aviation, I went to Albany Law School graduating in 2003. I opened my own practice in 2005 following a 2-year term with a large, Albany-based law firm. I focus my practice on helping individuals and small business with various matters including defense representation, family law/matrimonial matters, estate planning, probate and estate administration, bankruptcy, business formation and general litigation.
July 27, 2023
Stephen S.
Stephen is a graduate of Nova Southeastern University - Shepard Broad College of Law, Stephen is licensed to practice in New Jersey and New York. He focuses on Morris, Passaic, and Bergen County, New Jersey, but services all of New Jersey. Before graduating, Stephen did an externship in Denver, Colorado with a focus on land use and development. Upon returning to New Jersey, he focused on Condominium and Home Owner Association. He also worked with Residential Real Estate Transactions and Estate Planning clients.
July 30, 2023
Diamond R.
July 29, 2023 My name is Diamond Simpson Roberts, ESQ, MSPH and I am convinced that I can be a value added asset to most any company. As the first in my family to graduate a four-year university, I graduated from Wayne State University Law School in 2000 but could not afford a bar prep course upon completion. After over 20 years, I sat for the July 2022 UBE, successfully passed and am currently licensed in three states! This is an example of my self-motivation, internal drive and passion. I offer over 28 years of diverse experience in healthcare, strategy, sales/marketing, legal/policy and business savvy. I have many years building, leveraging, and sustaining long term relations to drive revenue as an entrepreneur and for corporations. My analytical strengths provide me with an innate ability to think through tough situations/topics while viewing both vantage points (which is excellent for law and life). I have been appointed to serve on numerous committees due to my heightened ability to identify client issues and priorities and provide solutions based upon relevant products, services and needs. I have led teams with and without authority; specifically, I have managed teams for an Adult Foster Care Facility called Etonne Cares, during my post-graduate fellowship with the largest Catholic Healthcare System in the U.S. and during my two-year executive order appointment with the Federal Government (Presidential Management Fellowship). Most importantly, I am a collaborative team player who knows how to improvise, overcome and adapt! I offer numerous years of being a pharmaceutical trainer and being an adjunct using the online platform. I welcome the opportunity to continue in the interview so that I may further highlight the skills I can (and will) contribute to my success in the role. Respectfully, Diamond Simpson Roberts, ESQ, MSPH DQSSIMPSON@GMAIL.COM M: 313-942-6747
August 5, 2023
Max K.
Transactional attorney with experience in drafting, reviewing and negotiating contracts related and ancillary to commercial leasing. Licensed in CA and NY.
August 9, 2023
Anem S.
My name is Anem Shaikh. I am a licensed Attorney in New York State. I have experience in drafting legal documents and representing corporate clients. I have worked in healthcare law, employment law, real estate law, and personal injury. I look forward to working with you.
August 11, 2023
Craig C.
I am a NYC real estate lawyer with a multi-family building ownership background.
August 12, 2023
Christopher L.
Christopher M. Lapinig is an experienced attorney, admitted to practice in California and New York, with extensive experience in civil litigation at the trial and appellate levels in various areas of the law, including, but not limited to, constitutional law, labor and employment, and consumer protection. He also has experience in immigration law and with administrative wage-and-hour claims. Chris currently works in impact litigation, and he also teaches legal writing at the University of Southern California. Chris also has significant experience in journalism and lay writing; his work has been published in The New York Times, The Atlantic, CNN, and other prominent media outlets. Born and raised in Queens, New York, Chris previously served as a Deputy Attorney General in the Consumer Protection Section at the California Department of Justice. He also served as a Skadden Fellow and Staff Attorney in the Impact Litigation Unit at Asian Americans Advancing Justice – Los Angeles, where his work focused on providing holistic and culturally sensitive legal services to victims and survivors of human trafficking in the Filipino community. At Advancing Justice-LA, Chris also litigated voting rights and immigrant rights cases. At the beginning of his legal career, Chris served as a law clerk to the Honorable Denny Chin of United States Court of Appeals for the Second Circuit and was the first Filipino American Clerk for the Honorable Lorna G. Schofield of United States District Court for the Southern District of New York, the first federal Article III judge of Filipino descent in United States history. Chris was also a Fulbright Research Scholar in the Philippines. A Phi Beta Kappa member, Chris graduated summa cum laude from Yale College and earned a B.A. with Distinction in Linguistics and with Distinction in Ethnicity, Race and Migration. In college, Chris served as President of Kasama: The Filipino Club at Yale, Moderator of the Asian American Students Alliance, and Head Coordinator of the Asian American Cultural Center. Chris returned to Yale for law school and received his J.D. in 2013. In law school, Chris served as the Co-Chair of the Asian Pacific American Law Students Association, the Co-Coordinator of the Critical Race Theory Conference, the inaugural Diversity Editor of the Yale Law Journal, and the Founding Coordinator of the Alliance for Diversity. He was a member of the Worker and Immigrant Rights’ Advocacy Clinic.
August 15, 2023
Anthony V.
Anthony M. Verna III, is the managing partner at Verna Law, P.C. With a strong focus on Trademark, Copyright, Domain Names, Entertainment, and Advertising law, Verna Law, P.C. strives to provide all Intellectual Property services a modern business of any size may need to market and promote itself better. From the very early concept stage, Verna Law, P.C. can conduct a comprehensive, all-encompassing search and analysis on any proposed trademark to head off complications. Once the proposed concept enters the Alpha stage, Verna Law, P.C. can seamlessly switch to handling registration, protection, and if needed, defense of registered trademarks, copyrights, and domain names, as well as prosecution of entities violating said rights. Verna Law, P.C. also provides intellectual property counseling and services tailored to fit into your business’ comprehensive growth strategy. This shows as many of Verna Law, P.C.’s clients are international: from China, the United Kingdom, Canada, and Germany, Verna Law’s reach is worldwide. Additionally, Verna Law, P.C., can handle your business’ Entertainment and Advertising law needs by helping your business create advertising and promotions that keep competitors and regulators at bay. Located in the shadow of New York City, Verna Law, P.C. has a global reach that will provide clients with the most vigorous Intellectual Property advocate available. Anthony M. Verna III is a member of the New York and New Jersey Bars, as well as the U.S. District Court Southern District of New York. He is a sought-after business speaker, including regular appearances at the World Board Gaming Championships, Business Marketing Association of New Jersey, and Columbian Lawyers Association.
August 15, 2023
Daniel W.
I am an experienced New York Attorney pleased to offer my services to clients who are seeking assistance with startup consulting and/or business related legal work. My expertise in both of these areas allows me to provide comprehensive legal support to entrepreneurs and businesses of all sizes.
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Browse Lawyers NowStartup Legal Questions and Answers
Startup
New York
Once my options have vested for the startup I am working for, can I sell them?
I am an early employee for a startup that has raised money in the past year. I will have some of my options vested soon and wanted to know if I was able to sell them.
Ramsey T.
It depends upon when you vest and whether or not you have a "market" for the shares. You must satisfy a holding requirement for your vested shares under US securities laws that requires that you hold your shares for at least one (1) year. The vesting period is added in - so, for example, if you vested in your options six months after receiving them and then exercised your options and tried to sell your shares, you would be in violation of US securities laws. After a one year holding period you may sell them. You might, however, have restrictions, such as a "Right of First Refusal" (a "ROFR") or other restrictions on selling your shares. Its worth checking all the documents and restrictions.
Startup
Convertible Note
New York
Do startups use convertible notes?
I am working to figure out what I should use for a group of investors I am speaking to about my startup. We're a technology company that is very early on. We want to raise a bit of money so we can further develop our software and pay the founders.
Ramsey T.
Start-ups do raise capital through the use of Convertible Notes. Convertible Notes are starting to fade as the preferred sort of convertible instrument for start-ups and as SAFES become more prevalent. Convertible Notes are still quite common in more "traditional" start-up industries, such as those that involve real estate, manufacturing and other legacy industries.
Startup
Founders' Agreement
Alabama
How to issue stock to co-founder?
I have some questions about granting stock to co-founder below. Thank you for answering my questions. 1. Company A plans to offer stock options (1000 shares) to employees. These stock options come with a vesting plan. Before the stock options vest, who are holding the stocks (1000 shares)? Or the stocks are to be issued only if the employees decide to exercise? 2. Vesting stock for co-founders: Mr. A founds a company and he invites Mr. B to join as a co-founder. Mr. B tells Mr. A that he wants to put in money as well and therefore wants to have 30% of the company. Mr. A, after reading a lot of information on Contractscounsel.com, thinks that he should give Mr. B vesting stock options rather than outright stocks, as that would help him help him avoid possible problems if Mr. B decides to leave the company after several months. What is the best way for Mr. A to handle this situation while keeping Mr. B interested?
Jane C.
2. The best way for Mr. A to address his concerns and keep Mr. B interested is by offering him restricted stock that vests over time. Mr. B will receive dividends and have the right to vote; however, the Company can buy the unvested shares back if Mr. B decides to leave the Company before a certain period of time. Disclaimer - This information is provided for general informational purposes only. No information contained in this post should be construed as legal advice and does not establish an attorney-client relationship.
Startup
Convertible Note
California
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.
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.
Startup
Business Purchase Agreement
Arizona
What happens to ongoing litigation in a business purchase agreement?
I am in the process of purchasing a business and the current owners are involved in ongoing litigation. This litigation could have a significant impact on the value of the business and I want to understand how it is addressed in the purchase agreement. I am looking for advice on how to protect my interests and the potential risks related to the ongoing litigation.
Elizabeth A.
You should first decide what the hopeful outcome of the case is for you. So, if there is a favorable outcome then such and such should take effect by contract.
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