Startup Terms Glossary
What is a Key Person Clause?
A key person clause refers to the portion of a contract that forbids investment firms or managers from making new investments without the consent of an individual called a key person. This key person is an employee or partner who is essential to day-to-day investment activities that are involved in the operation of the startup.
Examples of a Key Person Clause:
- Example 1. A key person clause exists to put all investing on hold in the event that a key member passes, quits, or spends too much time on other projects.
- Example 2. A key person clause requires that a suitable replacement for a key person is found before investment activity resumes.
- Example 3. In the event that a suitable replacement cannot be found, startups may be forced to close their doors.
Check out this article about the concept of a key person clause.
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Joshua S.
Joshua is an experienced attorney with deep expertise in finance, corporate, and business law. He offers practical legal solutions and personal service. As Managing Partner of Soloway Group PC, he advises startups, growing companies and investment funds on key issues, from formation to fundraising, stock issuances, trademarks and general business. He started out structuring funds and transactions at PwC before launching his own firm in 2009. He has been a partner in several New York law firms and has founded several companies including a banking firm, a real estate business, and a Cleantech company. Joshua has also served as Chief Legal Officer and Chief Strategy Officer of several companies in the tech, real estate, consulting, and sustainability industries. Prior to law school he was an early employee at a SoftBank-backed startup until it’s acquisition. Over the years, Joshua has helped many clients to launch, finance and grow successfully.
Joshua B.
Josh Bernstein has been serving real estate and corporate transactional clients since 2002. His experience is varied, and he enjoys working on and puzzling out novel and complex corporate and real estate matters. Josh’s experience includes, among other things, the following: representation of public companies in connection with SEC reporting and compliance work (proxies, 10-K’s; 10-Q’s; 8-K’s, etc.); representation of public and private company securities issuances (including private placements, and other similar offerings); assistance in structuring and drafting joint ventures, both for investors and operating partners, and including both real estate and corporate ventures; handling public and private company mergers and acquisitions; and asset sales and dispositions; assisting clients, big and small, with real estate acquisitions, sales and financings; managing large-scale and multi-state real estate portfolio acquisitions, dispositions and financings; complex condominium creation, structuring and governance work, including: commercial condominiums, use of condominiums as a land planning tool, wholesale condominium property acquisitions and dispositions, and rehabilitating failed or faulty condominium legal structures to make ready for sale; development of restrictive covenants and owners’ association documents for master-planned communities; compliance with federal statutes governing real estate sale and development (including, without limitation, the Interstate Land Sales Full Disclosure Act, the Housing for Older Persons Act, and the Americans with Disabilities Act); representation of real estate lenders, for both improved and unimproved property, and including numerous construction financings secured by real estate; assistance with commercial leasing; from both the landlord and tenant side, and including condominium leasing; training residential home and condominium sales staff for compliance with applicable local and federal law; and workouts of all kinds. When he’s not busy lawyering, Josh may be found watching 80’s commercials, flying a single-engine plane, playing poker, or trying to be a good dad.
September 14, 2023
Benjamin T.
I’m an Attorney working out of Marion, Ohio. Born and raised in Toledo, Ohio. I completed undergrad at the University of Toledo. I completed law school at Barry University in Orlando, Florida.
September 14, 2023
Rachel B.
I am a new attorney who is licensed to practice in Connecticut and Massachusetts. I am waiting for bar admission to North Carolina. I have over 20 year of experience working in both the public and private sectors. I am a fierce advocate for my clients and am committed to delivering solutions for clients with excellence.
September 15, 2023
Christopher X.
Recent law school graduate with an undergraduate degree in biomedical engineering degree passionate about the intersectionality of law and life sciences. Admitted to New York and New Jersey Bar. Ability to add value in a pharmaceutical or biotechnology entity and provide a unique perspective to multiple disciplines.
September 17, 2023
James H.
Attorney James is an experienced Attorney, Federal Law & Tax Specialist, Corporate Counsel, Tax Lawyer and Mediator. Experienced in Contract Drafting, Corporate Formation, Corporate Governance, Federal Administrative Law, Regulatory Compliance, Tax Settlement, Tax Planning, Merger/Acquisition, Business Law, Collection, Insurance Claims, Employment Law, Immigration, Non-Profit Governance Licensed Corporate Counsel in State of Delaware Supreme Court Bar #900646 Attorney: US District Court of the District of Columbia, Washington DC Federal Bar #DE0003 US Bankruptcy Court of The District of Columbia, Washington DC Federal Bar #DE0003 Tax Advisor: IRS Registered Tax lawyer/PTIN, PTIN (over 10 years experience) US Federal Agencies, Boards and Commissions, Federal Administrative Law and Regulatory Compliance Business law services: Administrative Law, Business Law, Collections, Bankruptcy, Corporate, Employment, Regulatory Compliance, Corporate Counsel, Immigration
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