The Startup Legal Document Stack: What Founders Need and Why

74 questions on the startup legal document stack, answered and cited by the UpLaw editorial team.

• Are clickwrap terms of service enforceable?
• Are non-compete agreements enforceable against startup employees?
• Are there any remedies for a missed 83(b) election?
• Can a company use one valuation for options and a different one for investors?
• Can an 83(b) election be revoked if the company fails?
• Does a company automatically own the intellectual property its founders create?
• Does a startup need an employee handbook?
• Do startup fundraising instruments have to comply with securities law?
• Do state laws limit how broadly an employer can claim employee inventions?
• How does an appraiser determine a private startup's fair market value?
• How does the 83(b) election interact with the QSBS holding period?
• How do NDAs interlock with trade secret law?
• How long do I have to file an 83(b) election?
• How much can a missed 83(b) election actually cost?
• How often must a 409A valuation be refreshed?
• How should a founder choose among seed financing instruments?
• Is a privacy policy legally required?
• Is a term sheet binding?
• Is there a hidden benefit to convertible notes for employee equity?
• Should a startup form as an LLC or a corporation?
• What are the drawbacks of convertible notes?
• What are the five layers of the startup document stack?
• What are the requirements and limits of the Section 1202 QSBS exclusion?
• What are the three conversion triggers in a convertible note?
• What consideration is needed to make a PIIA enforceable?
• What do corporate bylaws do?
• What documents make up the NVCA financing suite?
• What does a certificate of incorporation do?
• What do organizational consents accomplish?
• What DTSA notice must a startup include in its confidentiality agreements?
• What goes in a certificate of incorporation?
• What happens if a founder wrote the original code before the company existed?
• What is a 409A valuation?
• What is a capitalization table?
• What is a convertible note?
• What is a director exculpation provision and why does it matter?
• What is a founders' agreement and why is it called the startup prenup?
• What is an equity incentive plan?
• What is a PIIA and what three jobs does it do?
• What is a priced round?
• What is a SAFE?
• What is a Section 83(b) election?
• What is a substantial risk of forfeiture in a restricted stock purchase agreement?
• What is “dead equity” and why does it make a company unfundable?
• What is early exercise of stock options and why does it trigger an 83(b) decision?
• What is qualified small business stock and why does it favor C-corporations?
• What is the cardinal sin in cap table management?
• What is the default tax rule if a founder does not file an 83(b) election?
• What is the difference between a discount rate and a valuation cap?
• What is the difference between a pre-money and a post-money SAFE?
• What is the difference between incentive stock options and non-qualified stock options?
• What is the MSA and SOW structure for commercial contracts?
• What is the “option pool shuffle”?
• What is the recurring lesson of the startup document stack?
• What is the SAFE stacking or pileup problem?
• What is the standard founder vesting schedule?
• What makes an NDA actually enforceable and useful?
• What rights does preferred stock carry in a venture financing?
• What should a startup do on day one?
• What should a startup offer letter say?
• What statutory conditions apply to incentive stock options?
• When should a startup adopt an option plan and get a 409A valuation?
• Which startup documents are worth paying for, and which can wait?
• Who counts as an “employee” for work-made-for-hire purposes?
• Who is responsible for filing the 83(b) election?
• Why do clean 83(b) records and IP assignments matter at a priced round?
• Why does an LLC operating agreement do more work than corporate bylaws?
• Why do startup legal documents matter so much to investors?
• Why do venture investors require a Delaware C-corporation?
• Why is an inaccurate privacy policy worse than no policy at all?
• Why is the work-made-for-hire doctrine only half a solution?
• Why must a stock option's exercise price be at least fair market value?
• Why should founders put their own stock on a vesting schedule?
• Will venture investors sign an NDA to see a pitch?