Representing Startups: Choice of Entity, Protection of IP, Employment Agreements, Equity Compensation and More

Recording of a 90-minute CLE webinar with Q&A

Conducted on Tuesday, May 2, 2017
Recorded event now available

This CLE webinar will provide corporate counsel with an understanding of the critical issues which must be addressed by a startup prior to commencing business. The panel will discuss how to document the management role, compensation and exit strategy for the founders, the importance of entity type and structure, protection of trade secrets and intellectual property, employment agreements and equity compensation, issues with third-party contractors, and more.


Per the Bureau of Labor Statistics, over 600,000 businesses are created each year in the U.S. Whether started by entrepreneurs or existing companies, each must consider many of the same business and legal issues before conducting business. The roles, equity ownership and compensation of the founders must be clearly defined, and there should usually be an agreement on how equity will be transferred and the business will proceed if one or more of the founders departments from the company.

The startup must immediately position itself to finance its operations, hire employees and contractors, transact business with third parties, and protect its intellectual property and trade secrets. Equity compensation may be a necessary component of hiring key employees, but it must be structured so as not to impair the ability of the company to issue stock or raise capital in the future.

The startup must have an entity structure that limits liability, accommodates future growth, and takes state and federal tax laws into account. It must also have form contracts and procedures in place which enable it sell to and service its customers and it usually must do so for a limited legal budget. All of these tasks require the involvement of corporate counsel.

Listen as our authoritative panel discusses how to document the management roles, equity ownership and compensation for the founders in a startup venture. They will also discuss entity selection, employment and contractor agreements, equity compensation, protection of intellectual property and trade secrets, form contracts necessary for transacting business, and other matters which must be resolved before moving forward with a new business.


  1. Selection of business entity—tax, finance and other considerations
  2. Equity structure and compensation of founders and employees
    1. Equity structure options
    2. Equity compensation for founders and future employees
    3. Shareholders Agreements
  3. Employment and service provider issues
    1. Documenting the relationship properly
    2. Employees vs. independent contractor relationships
  4. Protecting IP
    1. Confidentiality/ NDA agreements for employees and contractors
    2. Protecting company IP and branding
  5. Financing business operations
    1. Determining source of capital—debt and equity
    2. Positioning company for raising capital
  6. Form contracts to transact business with customers


The panel will review these and other key issues:

  • How should equity ownership, management responsibilities and compensation be documented between the initial founders?
  • When is a trademark, copyright and/or patent needed and how does existing IP get assigned to the new company?
  • What steps should be taken with employees and independent contractors to protect trade secrets?
  • What are the pitfalls to avoid when deciding on equity compensation for employees?
  • How can choice of entity, state of formation, and entity structure impact future capital raising and tax liability?


Michael D. Weil, Partner
Orrick Herrington & Sutcliffe, San Francisco

Mr. Weil represents clients in high-stakes employment, trade secrets and employee mobility litigation throughout the United States.His practice focuses on matters involving trade secrets, restrictive covenants, employee mobility issues, Sarbanes-Oxley (SOX) whistleblower claims, wrongful termination and discrimination. He has also defended numerous wage-and-hour class actions and representative actions under state and federal laws, including claims for overtime, vacation, meal and rest break penalties, waiting-time penalties and other alleged Labor Code violations. He counsels clients on a wide variety of employment and related corporate issues.

Joshua R. Garber
Law Offices of Joshua R. Garber, San Francisco

Mr. Garber is dedicated to representing startups, emerging companies, and other businesses. He also routinely represents individuals, ranging from founders to contractors to c-suite executives, in employment and other matters. He concentrates his practice on employment law, contract law and business formation for startups. In the employment law arena, he focuses on a wide array of issues, including employment agreements, employee handbooks and policies, severance evaluation and negotiation, equity plans, employee classification, offer evaluation and negotiation, and investigations. He is also a co-founder of a recently formed company, dealing with startup issues.

Mital Makadia, Esq.
Grellas Shah, Cupertino, Calif.

Ms. Makadia concentrates her practice on corporate and securities law. She works with companies in a range of areas, including corporate formation, private securities offerings, and merger and acquisition transactions. Previously, she practiced at Hogan & Hartson LLP in Washington, D.C., where she represented both public and private companies in a broad-based transactional practice encompassing mergers and acquisitions, securities transactions, corporate governance, and company formation and where she represented clients in their initial public offerings and in other public company work. She also previously practiced at Kramer Levin Naftalis & Frankel, LLP in New York doing corporate and transaction work for public and private companies.


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Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations


Mark H. Hain

General Counsel

Assurance America

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Foley & Lardner

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