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(208) 385-5478 |
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Adding Value to Idaho Start-up Companies |
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This manual is intended as an information source for clients and friends of Moffatt Thomas. The content should not be construed as legal advice, and readers should not act upon information in this publication without professional counsel. This material may be considered advertising under certain rules of professional conduct. Copyright © 2008 Moffatt, Thomas, Barrett, Rock & Fields, Chtd. All rights reserved. |
TABLE OF CONTENTS
2......... Formation of Business
Entity – LLC, S-Corp, or C-Corp.
C. Transferability of Ownership
Interests.
G. Going Public or Raising Venture
Capital.
3......... Founder Agreements.
4......... Capitalizing Your
Company.
C. Small Business Administration
(SBA) Guaranteed Loans.
F. Angel Investors and Venture
Capital.
5......... Investment and acquisition
valuation issues.
6......... Leasing vs. Owning Your
Business Facilities.
7......... Licenses and Permits.
8......... Contracts with your
suppliers and customers.
9......... Protecting Your Company’s
Intellectual Property Assets.
A. Patents, Copyrights, Trademarks,
and Assignments of Intellectual Property.
C. Non-Disclosure Agreements (NDAs)
and Confidentiality Agreements.
D. Employment Policies and
Agreements to Protect Your Intellectual Property.
i. Trade secrets and
non-competition agreements.
ii. Assignment of intellectual
property developed by employees.
B. Hiring and Firing Employees.
C. Federal and State Employment
Laws.
i. Tax withholdings, unemployment
taxes, and state registrations.
ii. Minimum wage and overtime.
v. Federal anti-discrimination
laws.
(a) Title VII of the Civil Rights Act
of 1964 (Title VII).
(b) Age Discrimination in Employment
Act of 1987 (ADEA).
(c) Title I of the Americans with
Disability Act of 1990 (ADA).
(d) Equal Pay Act of 1963 (EPA).
vi. Idaho anti-discrimination laws.
(a) The Idaho Human Rights Act
(IHRA).
(b) Discriminatory wage rates based
upon sex.
vii. The Family and Medical Leave Act
of 1993 (FMLA).
viii. Uniformed Services Employment and
Reemployment Rights Act (USERRA).
D. Record Keeping Requirements.
E. Employees vs. Independent
Contractors and Temporary Employees.
This manual is intended for start-up companies and emerging growth companies. The value of any company ultimately depends on the cash flows it can generate. However, before your company becomes profitable, it must weather many significant challenges. Growing a start-up is like raising a child. It must be nurtured, it must be fed (cash), and it must learn to become self-sufficient. But unlike a child, most start-ups do not have the time or money it takes to learn from their mistakes. This manual is intended to help you spot the critical legal issues you will face in the start-up phase of your company and provide you with knowledge to help you make informed decisions as you address those issues.
This manual will discuss issues related to the formation of your company, financing your company, how outside investors might value your company for investment and acquisition purposes, finding a location for your company’s operations, government regulation of your business, protecting your company’s intellectual property, employment policies and practices that you should consider, employment laws that may impact your business, and things you should consider regarding insurance coverages and employee benefits.
There are a number of questions listed below that you should think about when starting your company. When considering these questions, especially how you intend to finance your company and structure its ownership, think about where you want your company to be in five to ten years. Having answers to these questions will help your lawyer and other professional advisors better serve your company.
Financial issues:
· Have you considered how much money it will take to start your business and how much money it will take to make your company self-sustaining?
· What are the options available to finance your company? What are the pros and cons of each of those options?
· Do you know how to put a business plan together? Do you understand the importance of monitoring your cash flow? Do you understand the pros and cons of financing your company with debt versus equity? Do you understand financial statements? Do you know how to put a financial statement together? Do you know what a bank or a professional investor is looking for when deciding whether they will loan you money or invest in your company? Do you know how to market your product or idea? Are you aware of the various community resources available to help you with these things?
Ownership issues:
· Is this a business you intend to own for many years and provide your family with sustainable income or are you looking to sell the company? If you intend to sell your company, do you know who is most likely to acquire it and on what terms?
· Do you care if one of the founders transfers his/her ownership to someone else and, if he/she does, do you want the person who acquires that interest to have a say in your business?
