A blog about making your business leaner, faster and smarter

Announcing our revamped Attorney Dashboard

Entrepreneurs all over the world have much to say about what it takes to build a great company. One key is obsessing over your customers and their experience. We spend a great deal of time doing this at UpCounsel. In a services marketplace, attention to the service-side community is paramount. We are always thinking about ways to improve the attorney-client relationship by empowering our lawyer community. Through this focus, attorneys spend less time with the administrative portion of managing their practice (invoicing, billing, communications), they can spend more time engaging clients, being responsive and providing top-notch legal services. Which is why today I’m excited to announce a number of updates focused on our attorney community that continue to make their practice easier and more efficient. Revamped Attorney Dashboard Our attorney dashboard has been redesigned to emphasize important information first. It includes a small metrics section that highlights your UpCounsel income, …

Read more

Enforcing ‘fitness to serve’ to Legally Remove a Board Director

As a few high-profile board members have recently resigned amid some controversy: Lance Armstrong resigned from the Livestrong charity, Alan Goldfarb resigned from the Certified Financial Planner Board of Standards, Inc., and Joel Blumenschein resigned from the Financial Industry Regulatory Authority, we are reminded of the fact that not every board director is so willing to step down. In fact, some directors resist efforts to unseat them, and when the situation – whatever the situation happens to be – reflects negatively on the directors and the corporation, the ‘fitness to serve’ protocol then becomes a self-enforcing mechanism that the board can use to enforce tough decisions. In some cases, the board is facing less cut-and-dried situations as in when there is a conflict of interest. When the behavior of a board member become obstructive to the board’s duties such that the board is prevented from functioning effectively, it’s time to …

Read more

How to Achieve a Successful Business Partnership Buyout

Business partnerships have to end for a number of reasons. Sometimes there is a misalignment of goals, or one partner is at a different life stage, or one partner wants to sell and the other wants to keep the business operating as it is. In any case, when it’s time to buy out your business partner there are a number of legal intricacies that must be handled well if you are to achieve a successful business partnership buyout. The following are some important tips that will make things go more smoothly: Know how the buyout will affect the company and be sure you can afford it. Get a lawyer to help you reach common ground and tie up all the strings. Try not to fight over valuation. In the best scenario, you were both thinking about this situation ahead of time and you have a partnership agreement in place – …

Read more

What is an acqui-hire? How does it work?

Over  the past five years or so, a handful of tech companies like Facebook and Google have begun quietly buying up early stage startups, and not for the reason you might expect: they are only interested in the talent. This strategy has prompted a new word in American business lexicon – acqui-hire, a combination of ‘acquire’ and ‘hire’ – and it has become an increasingly common tool by which large, successful, and expanding technology companies are satisfying their nearly insatiable need for engineering talent. Why Acqui-hire versus Simply Luring Talent Away? Acqui-hiring raises a host of unique questions across topics that are relevant to lawyers, including employment law, corporate law, intellectual property law, and more. Plus, there is an even larger question at hand: why go to the trouble and expense of acquiring the company when you could simply hire away the individuals you want? According to an article, Acqui-Hiring …

Read more

Tips to Manage Your Startup Cap Table

The financial responsibilities of starting a company properly can be tricky, especially if this is your first time. Thinking about how to compensate advisors, employees, and the founding team is critical because they are your business’ core talent. Their commitment is key to ensuring the success of your venture. A capitalization, or cap, table is just one key to any startup. It is a record of the pro-rata stock ownership of the company’s founders and shareholders. The basic data included in a cap table are: Company stockholders Classes of stock and how much was paid How many shares of each class are owned and by whom Total ownership on a fully diluted basis (issued and non issued) As a startup business owner, your cap table should be well understood and managed carefully as it is often the most important ‘asset’ you own and the value listed in it belongs to …

Read more

Step by Step Guide for Business Owners who need H-1B Visa Workers

It’s a familiar situation in America – a company needs to expand or has a need for a particular professional skill but can’t find that worker (or enough of them) in the U.S. Often, that means going outside the U.S. to find the workers you need. Foreign nationals who work in specialty occupations can be sponsored by an employer in the U.S. by applying for an H-1B visa. A specialty occupation is defined as one that “requires theoretical and practical application of a body of highly specialized knowledge to fully perform the occupation AND which requires the attainment of a bachelor’s degree or higher.” An H-1B visa is a non-immigrant work visa that is valid initially for three years and may be extended for another three. The employer can later sponsor the H-1B visa holder for a green card too. There are three H-1B visa types: The H-1B visa category …

Read more

Deal Terms to Consider When Your Business is Acquired

Market knowledge, experience, and the ability to do successful research is all important to a successful business acquisition strategy. A business acquisition strategy combines a set of deal terms with the following key objectives: Providing the seller with remuneration for the business Ensuring that the buyers can operate the business in line with their goals While business purchase price is usually the most well known factor of a purchase agreement, no sound business acquisition is made on price alone. There are a number of important terms that must be agreed upon and a number of financial requirements that affect the viability of the acquisition structure. First, let’s look at the growth in mergers and acquisitions. How Popular are Business Mergers and Acquisitions? According to the Institute of Mergers, Acquisitions and Alliances (IMAA), the popularity of mergers and acquisitions has mostly risen since 1985. The following is a chart indicating the …

Read more

Changing Roles for General Counsel in the Boardroom

There are a number of factors that have come together to force big role changes for general counsel. The Enron accounting scandal, for example, drew the public’s attention to the importance of properly run independent boards. The following Sarbanes-Oxley Act of 2002 and the similar New York Stock Exchange rules after have heightened disclosure requirements. The Dodd-Frank Wall Street Reform and Consumer Protection Act significantly increased the activity of auditing committees and imposed new rules and governance along with a host of regulatory requirements for corporate boards and the general counsel who advise them. The three primary forces putting pressure on general counsel are: The public, which is more apt to scrutinize corporate activities and general counsel’s work has evolved into shareholder negotiations rather than simply litigation and contracts. The regulators, who ask whether you have a compliance program in place and whether you are mitigating the company’s Foreign Corrupt …

Read more

The H1B Visa Crunch

Forget the Series A Crunch . . . the H1B Visa crunch has serious short-term and long-term impacts on Silicon Valley and the U.S. in general. Amidst the coverage of the WhatsApp acquisition and SXSW, another story has probably been appearing in your social media feeds these past few weeks that probably has you asking “what’s up with all the immigration talk?” or “what the hell is an H1B visa?” From Silicon Valley and Silicon Alley, tech companies are revving up for the H1B application opening on April 1, 2014, where, over a week period, a limited number of H1Bs will be available for companies to apply for. This insanely ridiculous race highlights a major flaw in our current immigration policy and creates a substantial disadvantage for younger technology companies. Prohibitive visa policies in high growth industries have dramatic impact on today’s fragile economic recovery and future opportunities to drive …

Read more

What are the legal costs of being acquired?

This posts is part of an ongoing series on Quora. Majority of this data is around Silicon Valley and New York technology companies, but again, as we get more data, we will start to build out more use cases. Larger M&A can be VERY expensive. Cost estimates below are based on prices from UpCounsel lawyers and will not necessarily be the case for every acquisition. Asset Purchases $10k – $25k – Purchasing technology and/or patents from companies with less than 20 employees where target is winding down. In an asset purchase, the buyer purchases only those tangible and intangible assets—and assumes only those liabilities—that are specifically identified in the purchase agreement. We are seeing this more and more with larger companies wishing to purchase the technology or patents of a small company that is winding down. Merger (purchase entire business) $30k – $60k – In a merger, two companies combine to form one …

Read more