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From New York to Delaware: The Process of Redomesticating a New York Corporation
By Ashna Pai
It is a common story we have heard from many emerging company clients: a young New York-based entrepreneur wants to start a company. The entrepreneur decides to incorporate his or her company in New York, believing New York to be the most obvious and best logistical choice because New York is where they are based, where the operations of the company, including its employees, offices etc. are to be based, and, not to mention, because of the many opportunities, diverse talent and creativity that has always attracted start-up companies to New York. Fast forward a couple of years, the company is starting to take off and has caught the eye of several institutional investors who are willing to invest in the company’s growth, however, before investing they are requiring the company to be incorporated in Delaware. Why? As many entrepreneurs will soon learn, Delaware is considered to be the “gold standard” among many for a corporation’s domicile. It is known to be business and management friendly, there is an extensive body of corporate cases for companies to refer to, it follows the “business judgement rule” regarding decisions of directors, and generally, the laws tend to be flexible and favorable for founders and their investors.
BioLabs@NYULangone: Financing Strategies for Emerging Companies in the New Normal
Dan DeWolf and Samuel Effron spoke on a webinar hosted by BioLabs@NYULangone regarding financing strategies in the midst of a global pandemic.
Formation 101: Founder Stock and Vesting
In the second installment of Mintz’s multi-part series addressing common questions relating to establishing a new enterprise, Sam Effron and Sebastian Lucier discuss the issuance of shares to the founders, the mechanics and reasoning behind vesting and some important tax consequences relating to share issuances.
Formation 101: Choosing an Entity Jurisdiction
In the first installment of Mintz’s multi-part series addressing common questions relating to establishing a new enterprise, Jeremy Glaser and Sebastian Lucier discuss the timing of forming an entity, the differences between the two most common choices (corporation and LLC) and the best jurisdiction to position a company for outside investment.
MintzEdge Entrepreneur Perspective: Startup Space
In this episode of MintzEdge’s From the Edge podcast, David Ponraj, a physicist-turned-analyst-turned-entrepreneur, tells Aditya Perakath, a physicist-turned-Mintz attorney, how he started his current venture: a startup designed to help other startups succeed.
MintzEdge 101: FDA For Start-Ups
In this episode of MintzEdge’s From the Edge podcast, Sam Effron speaks with Ben Zegarelli of Mintz about considerations for new medical device, pharmaceutical, or other health regulated start-ups and strategies for how to prepare for FDA oversight.
MintzEdge Entrepreneur Perspective: Una Ryan Guides Entrepreneurs From Startup To Exit
In this podcast, Una Ryan, a successful life sciences entrepreneur and investor, shares her fascinating story of how she came to the United States and became a successful life sciences entrepreneur, investor, and artist – and offers important tips to help entrepreneurs achieve success.
How to Write Gender-Neutral Contracts
“Men” is not synonymous to “person”, nor does “he” mean “she.” It is important for contractual language to be not only precise but also accurate. Many agreements govern multiple individuals, some of whose gender is unclear or variable.
Issuing Stock Options Under an Equity Incentive Plan
By Jenna Stewart
Private companies often adopt equity incentive plans in order to issue stock options to their employees, directors and consultants. However, once the plan is adopted, there are a number of things that a Company should consider when granting stock options. This article provides a list of questions for private companies to consider when issuing stock options under an equity incentive plan.
Why You Should Consider Incorporating Your Start-Up in Delaware
By Michael Ginzburg
Start-ups often ask what is the most beneficial jurisdiction in which to incorporate. Most of the time we advise our clients that incorporating in the State of Delaware is the most advantageous for the following reasons:
Creating a Board of Directors: Key Considerations for Startup Companies
By Keunjung Cho
One of the most important decisions that a startup entrepreneur can make is creating a board of directors that will assist the entrepreneur in growing and governing the business. A company’s board of directors is tasked with overseeing and advising management, making key decisions about the company’s business strategies, and representing the interests of the company and its stockholders.
MintzEdge Entrepreneur Perspective: “Solstice And The Power Of Community Solar”
In this episode of MintzEdge’s From the Edge podcast, corporate attorney Ben Stone speaks with Steph Speirs and Sandhya Murali, co-founders of Solstice, about their journey starting and scaling a dynamic start-up that aims to make solar energy accessible for everyone in the United States. Among other things, they discuss how Solstice is disrupting the community solar space through technology, advocacy, and innovative partnerships; the challenges and opportunities of Solstice’s social enterprise approach; their experiences as female founders and leaders; lessons they’ve learned about entrepreneurship; and the importance of guiding values.
MintzEdge Entrepreneur Perspective: Building A Strong IM Business – D. Pfister (AlphaCore Capital)
In this podcast, Dick Pfister, the founder of investment management firm AlphaCore Capital and one of the founders of Altegris Investments, explains how he built successful investment management businesses.
Does Delaware Corporate Law Permit Director Proxy Voting?
By Ashna Pai
Proxies are common in the world of shareholder voting. But, can directors also vote by proxy at board meetings under Delaware corporate law? No, they cannot. Following relevant Delaware case law, directors are prohibited from voting by proxy at board meetings.
The Impact Terms Project: Defining the Standard for Impact
By Verna Krishnamurthy
The Impact Terms Project (“ITP”) was launched as a platform intended to provide guidance on best practices to entrepreneurs, investors and other stakeholders in the rapidly-evolving social enterprise space
10 Shortcuts Entrepreneurs Should Not Take When Starting a Company
By Robert Giachetti and Mark Higgins
Congratulations - you have done it! You had an idea, you built a product, you figured out how you want to go to market, and you created a company. With that tedious process complete, you are ready to find your first customer, iron the bugs out of your product, and start making money.
How to Distribute Equity in Your Start-Up
By Patrick Elahmadie
The purpose of granting equity to management, employees and certain consultants is to align the interests of the parties pivotal to the growth of your company with the interests of investors. There are a number of different ways to grant equity in a start-up, the most common of which is stock options
How To Get Started: Dividing Equity, Getting Incorporated and Other Details When Beginning Your Business!
By Dinesh Melwani and Will Perkins
Just about every emerging business/start-up lawyer could write a book (and many have!) on the topics of equity division, incorporation and the innumerable ‘other details’ founders need to keep in mind when starting a business!
Founder’s Stock – a Legal Fiction
By Michael Bill
In common usage, a founder is an individual who creates or helps create a company, but in legal terms, there is no such thing as a “founder” or “founder’s stock,” only early participants in a company’s organization and ownership of its initial equity capital. Why is this so? Because, for all practical purposes (from a startup’s point of view), there are two types of stock – common stock and preferred stock – and “founders” are just the initial holders of the company’s common stock, usually before any financing, in-licensing, or contribution of assets.
Liability Considerations for Delaware Public Benefit Corporations
By Will Perkins and Christina Bailey
A public benefit corporation (PBC) is a statutorily designated type of corporation in Delaware that melds two concepts that are often seen as opposites: maximizing profit and providing public benefit. This choice of entity presents a compromise for those companies who are committed to operating in a responsible and sustainable manner, while acting as a for-profit entity.
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