INCORPORATION

1. What do you need to do before you quit your job to form a startup company?

2. When do I need to incorporate a company?

3. What type of entity should I form?

4. What state should I incorporate in?

5. What is a certificate of incorporation?

6. What are bylaws?

7. Why should a company follow corporate formalities?

8. What does the board of directors do?

9. What liabilities do the board or officers face?

10. What do stockholders need to approve?

11. How many shares should be authorized in the certificate of incorporation?

12. What does fully-diluted capitalization mean?

13. What is par value?

14. What is an agent for service of process?

15. How do you calculate Delaware franchise taxes?

16. What trademark and other legal issues are involved in selecting a company name?

17. What inspection and information rights does a stockholder have?

FOUNDERS ISSUES

1. Should founders pay for their stock in cash or contribute intellectual property?

2. Should founders stock be subject to vesting before a venture financing?

3. What should the vesting terms of founder stock be before a venture financing?

4. What is an 83(b) election?

5. What is qualified small business stock?

6.  Obama proposes no capital gains tax on qualified small business stock

7. What is Series FF stock?

8. What is Class F common stock?

9. What is TheFunded Founder Institute?

STOCK OPTIONS/COMPENSATION

1. What is Section 409A?

2. How do you set the exercise price of stock options to avoid Section 409A issues?

3. What’s the difference between an ISO and an NSO?

4. Should a company allow early exercise of stock options?

5. Should a company allow exercises of stock options with promissory notes?

6. How many shares should be reserved under a stock option plan?

7. How much should you pay an executive in a startup company?

GENERAL

1.  What is important in a confidentiality agreement or non-disclosure agreement (NDA)?

2.  What are securities laws?

3.  What is an accredited investor?

4.  Can a California company have unpaid interns?

CONVERTIBLE NOTE BRIDGE FINANCINGS

1. Should a startup company raise its seed round using a convertible note or Series A Preferred Stock?

2. What does a convertible note bridge financing term sheet look like?

3. What should the interest rate for a convertible bridge note be?

4. What should the conversion discount be for a bridge note into preferred stock?

5.  What is a convertible bridge note with a price cap?

6. What type of financing forces an automatic conversion of the promissory note into Preferred Stock?

7. What happens to the convertible promissory note if the maturity date is reached and there hasn’t been a financing?

8. What happens if the Company is sold after the convertible bridge note is issued and before the maturity date or the next round of financing?

9. What should the maturity date of the convertible note be?

10. What should the terms of bridge loan warrant coverage be?

11. Can you have multiple closings in a convertible note bridge financing?

12. What does subordination mean in a convertible bridge note?

13. What is a security interest in connection with a convertible note?

14. What should the representation and warranties in the note purchase agreement be?

15. Why should a majority of investors be able to amend the convertible notes?

16. Who pays legal fees in a convertible note bridge financing and how much does it cost?

17. What is the economic difference between a conversion discount and warrant coverage for a convertible note?

18. What is the California Finance Lenders Law?

SERIES A FINANCINGS

1. What trends does WSGR see in venture financings?

2. What does a Series A term sheet look like?

3. What do definitive agreements for a Series A financing look like?

4. Are Series A term sheets binding?

5. What is preferred stock and why is it issued to investors?

6. How do you calculate Series A price per share?

7. Can you have multiple closings in a Series A financing?

8. What is a dividend preference?

9. What is a liquidation preference?

10. What is the amount of a typical liquidation preference?

11. What is the difference between non-participating preferred stock and participating preferred stock?

12. What is a cap on a participating preferred liquidation preference?

13. What is the priority of the liquidation preference when the Series B financing occurs?

14. Why do preferred stockholders have odd economic incentives upon a sale of company when they have non-participating preferred stock or particpating preferred stock with a cap?

15. What are redemption rights?

16. Why is preferred stock convertible into common stock?

17. When should preferred stock be automatically converted into common stock?

18. What is anti-dilution protection?

19. What is weighted average anti-dilution protection?

20. What is full ratchet anti-dilution protection?

21. What is a pay to play provision?

22. What are carveouts to anti-dilution protection?

23. What are protective provisions?

24. What stockholder approval is necessary to complete a venture financing?

25. What are information rights?

26. What are registration rights?

27. What are demand registration rights?

28. What are piggyback registration rights?

29. What are S-3 registration rights?

30. What is a market standoff or IPO lockup provision?

31. What is a right of first offer or right to maintain proportionate ownership in future financings?

32. What is a right of first refusal and co-sale agreement?

33. What is a drag-along or bring-along provision?

34. What should the composition of the board be like and how are the board seats allocated?

35. What are board observer rights?

36. What is a management rights letter?

37. What should legal fees for a Series A financing be?

38. What should the terms of the no shop be?

39. Why should a term sheet be confidential?

40. What are the conditions to closing of a Series A financing?

41. What does the legal opinion cover?

42. What is Form D and what information gets publicly disclosed to the SEC in a financing?

43. How do the sample Y Combinator Series AA financing documents differ from typical Series A financing documents (or what’s the difference between seed and venture financing terms)?

44. How do the sample Series Seed financing documents differ from typical Series A financing documents?

45. What is upgradeable Series A preferred stock?

46. How do you find federal and state government funding opportunities for clean tech and other companies?

SERIES B FINANCINGS

1. What does pari passu mean?

2. Should the Series B liquidation preference be senior to the Series A?

3. Should the Series B have a separate protective provision?

DOWN ROUNDS

1. What deal terms appear in down round and highly dilutive financings?

2. How can a board decrease litigation risk in an insider-led down round or dilutive financing?

3. If a down round financing is led by a new outside investor, does the board need to be concerned by the business judgment rule?

4. Should board members representing inside investors vote on the board resolutions authorizing the insider-led down round?

M&A

1. What stockholder approval is necessary to sell a company?

2. What are directors’ duties and what can they do to protect themselves in a sale of company?

3. What does a liquidation preference spreadsheet look like?