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​​​​​​​​​​​​​​Experienced on-demand general counsel for small to mid-sized companies not yet ready for full-time general counsel. 

• Choose the right form of entity. Manage your risk. Anticipate equity compensation. Plan for future growth and capital raising. Limited liability companies are easy to form. And they’re simple to operate. But they may create obstacles to equity compensation and venture capital. Get it right the first time. Future changes cost time and money.
  
• Define founder rights and responsibilities. Written recitations of critical responsibilities, including day-to-day ones, that are legally binding help avoid miscommunications and disputes. The same is true for how key decisions are made, tie-breakers for disagreements and what happens when a founder exits. 
  

• Protect intellectual property and do not infringe.Verify that names, logos and domains you intend to use do not infringe on others. Consider registering them where you operate or plan to do so based on three factors. First, how likely is it you will obtain the protection? Second, what are the required time and expenses for the protection? Third, what are the length and strength of the protection and do any reasonable alternatives exist (such as  relying on common law protections without registration)? Be certain that intellectual property created by founders, employees and third parties is owned by the startup to the extent permitted by law. Identify common law trademarks. Provide copyright notices. Use confidentiality agreements. 

• Satisfy employee, contractor and intern laws. Classify employees correctly as exempt or nonexempt. Pay nonexempt employees minimum wage and overtime. Ensure exempt employees receive a minimum threshold salary. Beware of more restrictive local employment laws (including for notices). Put independent contractors and interns in the right category to avoid liability for overtime pay, taxes, benefits and penalties. Professional employer organizations and temporary staffing agencies do not necessarily protect you. Carefully craft offer letters to emphasize at-will employment. Be aware that you may be liable for unpaid wages even if the business fails. Structure equity plans based on sound tax, accounting and legal advice, including with respect to securities laws, and in consideration of future investors.
• Comply with securities laws when raising capital. Federal and state securities laws apply to all offers and sales of securities. Do not issue securities without a valid exemption. There is no friends-and-family exemption. Exemptions that do exist may require offerings only to accredited investors. Beware if some investors are not. And, regardless, be certain to provide adequate disclosures. Omissions, in addition to affirmative misstatements, may result in unanticipated liability.

• Handle digital data and communications with care. Create a precise privacy policy. Abide by it. Devise and post terms of use for your website and enforce them. Understand rules relating to endorsements, contests and promotions. Comply with them. Carefully craft messages about ongoing funding and other major matters (e.g., products and litigation). Avoid casual references to them on social media. Train your employees to avoid problematic pitfalls.

• Sign, perform and enforce clear contracts. Do not rely on oral understandings with customers, suppliers, and employees, even ones you know well. Create and use templates to save time and money. If changes are proposed, focus on key issues. Choose your battles.
  

• Obtain adequate insurance. Be certain you have enough insurance to cover operations, satisfy contractual obligations and further protect against personal liability.
  

​​​​​​​​​​​​​​​​​ ​THE BOURNE FIRM