Board and Shareholder Approvals 101 for Emerging Technology Companies

by Macy Stoneback

Now that you’ve incorporated your emerging company, you may be wondering, “How often do I need to hold Board and shareholder meetings?” and “What decisions do I need to bring to the Board or the shareholders?”  These are common questions, and the answers differ company by company, to some extent.  This article is written for founders of typical early stage emerging technology companies. Read the rest of this entry »

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Wisconsin Incorporation Documents

by Matt Storms

We figured it was about time at least one law firm did it: we are making available publicly sample Wisconsin incorporation documents for an emerging technology company startup: http://alphatechcounsel.com/Wisconsin-Incorporation_Documents.html.  The documents include Wisconsin Articles of Incorporation, Bylaws, Restricted Stock Agreement, initial consents, Invention Assignment Agreement, etc.

Like many of our clients, we have developed a way to use technology to increase efficiency while providing value.  We prepared the suite of sample incorporation documents by selecting from alternatives of a significant number of variables that are available for the automated systems that we have developed internally.  We programmed these variables into our incorporation documents to help us prepare the documents efficiently and accurately. We are making these documents available for informational and reference purposes.

In addition to automating incorporation documents, we have also automated bridge financing documents, employment and consulting documents, equity grant documents, and confidential disclosure agreements, among others.

Hopefully the sample documents will prove to be a good reference source for Wisconsin emerging company startups.

by Matt Storms | Permalink | 1 Comment |

 

Preparing for Due Diligence for the Sale of a Company

by Macy Stoneback

Executives who have not led a sale or merger of a company before are often caught off-guard by how much work goes into due diligence. For many who are successful, the building of the business crescendos and culminates in a sale. The term sheet is signed, you smell the money, and perhaps even book your post-closing vacation, but you may not realize that you’ve just signed up to run a muddy obstacle course race while also running your business. Your next several weeks, maybe months, will be consumed by responding to page after page of information and document requests from your potential acquirer. You will be questioned about all aspects of the business. Because you want to keep the pending transaction under the radar and limit the impact on your business if the deal does not go through, you assemble the smallest employee team possible to help you with the transaction. You may find yourself requesting files and summaries from various employees in the guise of another business need, copying after hours, and arranging off-site meetings with the acquiror.

To preserve some of your sanity during an M&A transaction, there are steps that you can take in advance to prepare for due diligence.   Read the rest of this entry »

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94labs 2011 Summer Class Launch Event

by Macy Stoneback

94labs incubator (formerly Spreenkler incubator) recently showcased the fourteen companies graduating from its summer session. The event was hosted at the Wisconsin Institutes for Discovery and featured the founders of the fourteen companies as well as the five companies emerging from the second-stage accelerator class. Joe Kirgues, Greg Meier, Steve Glynn, Emmanuel Mamalakis and others from 94labs led the event.

In introducing the 94labs incubator to the more than 300 attendees, co-founder Joe Kirgues explained the four main goals for companies going through the incubator: (1) develop a scalable business model, (2) build a software prototype, (3) identify and talk with potential customers, and (4) create an investor presentation. Read the rest of this entry »

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Capital Saving and Raising at the Brink

by Macy Stoneback

The Capital Saving and Raising at the Brink event held Monday, August 22, 2011 as part of the Forward Technology Festival was a success!  Entrepreneurs, investors, government representatives, and others interacted and shared ideas in a collaborative forum.  We put together a resource page for the event: http://alphatechcounsel.com/capital-saving-raising-2011.html

Capital Saving

In the Capital Saving segment led by Troy Vosseller, attendees were divided into six teams, and each team collaborated to identify the ways in which they have saved capital in their businesses.  Teams simultaneously entered their ideas in different tabs of a GoogleDocs workbook.  Team captains pitched their team’s top two ideas, and attendees voted electronically on the top two ideas.  The winning ideas were: Read the rest of this entry »

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Electronic Minute Books 2.0

by Macy Stoneback

As a paralegal, I have done my fair share of preparing and updating corporate minute books.  Keeping an organized, complete minute book is necessary for establishing the legal record of actions properly documented, retrieving information, and quickly disclosing documents to investors for due diligence, among other reasons.  Despite the proliferation of electronic files, physical copies of minutes and consents are still typically kept in three-ring binders or those confounded hard red books.  Neither Wisconsin nor Delaware laws require that minutes be kept in original, hard copy. Read the rest of this entry »

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The Confusing World of Joint Ownership of Intellectual Property

by Matt Storms

A confusing topic for many entrepreneurs is joint ownership of intellectual property.  It often comes up in connection with joint development arrangements, subcontracting portions of work, joint ventures, and other collaborative projects involving intellectual property development, whether it be in connection with software, cleantech, medical device, drug development, or other technology-based initiatives. Read the rest of this entry »

by Matt Storms | Permalink | 5 Comments |