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Legal Concepts for Founders (clerky.com)
212 points by sarathyweb on Nov 30, 2020 | hide | past | favorite | 30 comments


Well done on including info on the target audience: https://handbook.clerky.com/audience

There are too many people who will respond to a thoughtful article with "well, it doesn't apply in this scenario, therefore it's dumb" so by putting the target audience out front the author can say "yes, it's not for you."

I started doing the same in my conference presentations a few years back. It's useful to see a few people nodding their heads to know I'm on target before I get into the meat of the content. And if someone realizes it's not a match for them and leaves (quietly), no harm, no foul.


Worth noting that it's edited by 22 or 23 (it says 23 in the footer) attorneys is especially well done: https://handbook.clerky.com/editorial-board

It's hard enough to find a concise post like this that is more than one person's opinion, but finding one that combines >20 is worth bookmarking & reading


> It's hard enough to find a concise post like this that is more than one person's opinion

It's not that hard with a collaborative editor like Google Docs or even git.

You usually have one or two people spearhead the effort, then a group of peers offer feedback, insight, corrections, etc.

Run the process through a few rounds and you have solid docs with wide consensus.

The key is having a good owner that fully groks the message they're trying to send and the audience they're targeting.


This is awesome. As the CEO of a startup, holy crap, the legal and financial garbage I have to sit through is godawful. And lawyers are expensive. And it's something you want to "get right".

Bookmarking this.


Even though it was the wrong career choice, I'm grateful for my time as a lawyer before switching back to software (and now running my own business). I've probably saved tens of thousands of dollars just by knowing the basics of incorporation/loans/bookkeeping/etc (and perhaps more importantly, I've probably also saved hundreds of hours by knowing what paperwork can be safely ignored).


Looks like a good high-level intro for a first-time founder. It would be good to have another section on some common legal policies (privacy policy, terms of service, etc.).


I'd really like to see more information on when you should become a C-Corp vs LLC, and how big of a pain in the ass it is to change. Right now, a C-Corp seems like a lot of paperwork and taxes without a lot of benefit.


Disclaimer: I work at Gust.

That said, https://gust.com/launch/comparison/delaware-corp-vs-llc will give you a good idea of the trade-offs and considerations. Based on the homework we've done, C-Corp is a cost- and paperwork-competitive choice if you want to leverage equity for funding or employee incentives.

In terms of changing from LLC to C-Corp, statutory conversion is relatively straightforward especially if you structure your original LLC with future conversion in mind (choose a state that supports statutory conversion, understand how membership interest will convert into shares). I _think_ Stripe Atlas might still offer an LLC with an easy conversion path. Some more info on different ways to manage the change here: https://gust.com/launch/faq/articles/i-already-have-an-llc-d... (some Gust specific info in there, but most is general purpose).


Yes, at least as of 4 months ago (when I got mine) Atlas was still offering a Delaware LLC with an operating agreement structured to make it easier to convert to a C Corp later.


I haven't read it yet but I'm guessing these are only useful for American companies?


Yes (and even more specific), the "Audience" tab https://handbook.clerky.com/audience says

>Finally, the content in this handbook is only relevant for Delaware C-corporations, as startups (as the term is used here) are typically Delaware C-corporations.


The submission title should really be "Legal Concepts for owners of Delaware C-corporations".

Bit strange to put those details on page three instead of upfront.


No, I think that's not precise enough because you might think Delaware Bay in New Zealand, company number 4234998. Weird that you wouldn't clarify this.


Yeah, should definitely have "US" somewhere in there, but I've lost hope about getting US netizens to specify which country their texts applies to, if it's the US, as usually the world seems to center around them.


Very much looks like it but IANAL


Can anyone explain why vesting acceleration is considered "undesirable" by acquirers and VCs?

https://handbook.clerky.com/hiring/vesting-acceleration

Does it mess with the company valuation or who gets paid out? Isn't this a bit unfriendly to early employees?


Vesting is a safety device for the company. Equity isn't really intended to "reward" early employees. It is intended to motivate them to work hard on the company so there will be something of value out of which to get a big reward.

The short video here (not the written stuff on the page) may be helpful:

https://www.ycombinator.com/library/5x-how-to-split-equity-a...

A company is like a living organism. Living organisms have inputs and outputs and that's part of being alive.

In this case, one "output" is that people leave sometimes. The fact that it happens is natural and normal. But you don't want them to leave in a way that's like cutting out your heart without anesthesia.


VCs have learned not to give the gains of early employees' hard work back to them. It leaves money on the table that could have gone to the VCs.

The idea is that it's bad because the employees might leave if you reward them with a lot of money. But if you screw them out of a lot of money (when the startup gets acquired, aka the traditional exit event that generated employee rewards), they're even more likely to leave.

The argument that the IP remaining in the startup is useless if the employees leave is ridiculous, because if that is the case, then the valuable asset is not the IP, but the employees themselves.

The undesirability of vesting acceleration is thus generally limited to the VC-funded tech community, as it is otherwise considered a desirable benefit everywhere else.


'friendly to owners/unfriendly to employees' is pretty much the main trade off dimension in the whole topic.

All that follows seems trivial after we acknowledge that interests of employers and employees don't align, but for the sake of clarity: it creates a 'reward' scenario for employee that isn't a 'reward' scenario for employer (further, compared to vesting taking place at all). Buying party loses asset in a form of trained employee motivated to increase company value, which lowers the value of acquisition. Nobody wants to lose money.


I think it is a more practical concern: You don't want a good chunk of your employees leaving immediately when the company gets acquired. Many early startups, for example, have a bunch of code that is worth very little without the people who know how it works.


i hear that, but isn't that also a problem for the founders leaving as well?

iirc, most (good?) acquisition agreements come under the condition that the founders stay on for a period of time and hit performance goals, and i'm assuming this still includes accelerated vesting.

i guess i'm wondering why that doesn't apply to employees?


Founders get golden handcuffs via the deal (if they're desired). At the end of the day, just about every "material" trigger is renegotiated in an acquisition...


Also why is vesting acceleration given to advisors, rather than employees?


Co-founder of Clerky here :) It's generally less controversial for advisors because it's unlikely that an acquirer will want to retain the advisers for a company it's acquiring.


Must be some valuable advisors then!

Makes sense, thanks for answering!


I really love the spacing and typography on this site. No bullshit, just clear and concise content. Wish more sites were like this.


Just one part that I object to:

  body {
    letter-spacing: .02em;
  }
I see people doing this from time to time, and it’s almost always a bad thing: why are you second-guessing the expert that made the font? In this case, the font’s already quite a wide font, and the further bump definitely makes the letter spacing unnatural and slightly hinders reading. I could tell as soon as I opened the page that extra letter-spacing was used.

(I also wouldn’t mind the font size being increased from 15px back to 16px.)


I believe this is due to the font it uses[0], which is a really fantastic font for text-heavy websites if you're happy to pay the $1500 asking price.

0: https://commercialtype.com/catalog/graphik


That was a great resource. Delaware is extremely attractive but I’m still doubtful if it is a good alternative for a bootstrapped Canadian company. Honestly I’m really scared about lawyer and accountant fees in USA but haven’t researched it properly yet.


Good review/intro, nothing groundbreaking but a good resource for anyone interested in how the puzzle pieces all fit together.




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