10,000 Startups: Legal Strategies for Startup Success

Send us Fan MailRoger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, domestic and international tax, mergers and acquisitions, and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. https://www.haynesboone.com/people/r/...  https://rogerroyse.com/0:00–1:48 The question I'm getting on every formation call 1:48–4:10 How Delaware became the default 4:10–6:27 A rulebook vs. a body of case law 6:27–9:42 The founder's view9:42–12:18 The investor's view12:18–14:35  The decision framework by stage 14:35–17:10  Traps17:10–18:18 Takeaways

Send us Fan MailFounder of BADASS Labs and Tomorrow Biotech, helping founders navigate the journey from concept to commercialization in both biotech and climate innovation, including human and planetary health: revolutionary therapeutics, clean energy, biological remediation, enhanced agriculture, and sustainable manufacturing.

Send us Fan MailWelcome back to the 10,000 Startups Podcast. I’m Roger Royse, and today we’re talking about worker misclassification — the Google Maps drivers case — and the very real lessons for anyone building a company.

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Send us Fan MailIn this episode of his podcast, Roger Royse discusses the tax-planning strategy known as "QSBS Stacking" and warns that the IRS is increasingly viewing it as an abusive practice (0:02-0:16, 2:47-2:54).What is QSBS Stacking?Qualified Small Business Stock (QSBS) allows holders to exclude up to $15 million of capital gains (for stock acquired after July 2025) upon sale, provided specific holding period requirements are met (0:26-0:41, 2:08-2:13).The Strategy: Under IRC Section 1202(h), when QSBS is transferred via gift, the recipient "tacks on" the original holder's holding period and tax basis (0:55-1:13).Multiplying the Benefit: By gifting stock to multiple individuals (such as children) or non-grantor trusts, taxpayers create new, separate taxpayers. Each of these recipients is then entitled to their own separate $15 million exemption, effectively "stacking" the total tax exclusion (1:13-2:01).Potential Regulatory ChangesWhile Congress expanded QSBS benefits recently, it did not take action to curb stacking (2:34-2:46). However, Roger Royse reports that a high-ranking Treasury official recently signaled that the government considers stacking an abusive "Silicon Valley tax shelter" and intends to address it through future regulations (2:21-2:34, 2:47-3:00).Founders and investors are advised to stay tuned, as new guidance could significantly impact the viability of this strategy (2:56-3:04).

Send us Fan MailKim Le, Founder of A2Q2, helps tech leaders scale sales and finance systems with clarity and confidence. This episode discusses accounting and books for startups including best practices, common mistakes and war stories.

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Send us Fan MailSB 21 amended Delaware General Corporation Law (DGCL) § 144 (conflicted transactions) and § 220 (books and records) to restore predictability and reduce litigation risk in transactions involving interested directors, officers, and controlling stockholders. A recent DE Supreme Court case ruled on the constitutionality of the law.

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Send us Fan MailThe legal life of a startup

Send us Fan MailFrom Seed to Sale covers the legal essentials to building a startup. Part 11, which covers troubled and distressed startups, including dealing with creditors, fiduciary issues, financing terms, sales, insolvency and bankruptcy proceedings, tax and more. Our speaker is Silicon Valley startup attorney Roger Royse 

Send us Fan MailCalifornia 2026 Billionaire Tax Act (A.G. File No. 2025‑024, Initiative No. 25‑0024)A one‑time 5% wealth tax on individuals with more than $1 billion in net worth. To finance Medi-Cal which is projected to lose federal fundingWill be on the November 2026 statewide ballot if enough (874,641) signatures are collected. The tax would be retroactive, applying to residents who qualify as billionaires as of January 1, 2026

Send us Fan MailPart 10 covers mergers and acquisitions for startups, including deal process, structure, negotiation, compliance, tax and more. Our speaker is Silicon Valley startup attorney Roger Royse, moderated by Bob Karr of LinkSV.  

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Send us Fan MailMontana's "Right to Try" law, recently expanded by 2025 Senate Bill 535, allows access to experimental treatments that have completed Phase I FDA clinical trials, moving beyond the traditional requirement of terminal illness. The new law establishes a licensing framework for specialized "experimental treatment centers" to provide these therapies and collects 2% of these centers' net profits to fund access for other Montana residents. This expansion aims to increase access but also raises concerns about safety oversight and the potential for adverse events given the limited testing of these drugs. Key Aspects of Montana's Right to Try:Expanded Eligibility:Unlike many Right to Try laws, Montana's statute does not require patients to have a life-threatening illness, allowing access for any condition. Experimental Treatment Centers:A licensing system is in place for facilities that specialize in providing these treatments. Funding Mechanism:Licensed centers must dedicate 2% of their annual profits to improve access for Montana residents. What Qualifies:An "experimental treatment" is an investigational drug, biologic, or device that has successfully completed Phase I of clinical trials but is not yet fully FDA-approved. Purpose and Potential Implications:Increased Access:The law is designed to provide more Montanans with access to new and unproven therapies. Medical Tourism Hub:By removing some traditional restrictions, Montana is positioning itself as a destination for patients seeking these treatments. Safety Concerns:Critics have raised alarms that allowing treatments after only Phase I trials poses significant risks, as severe side effects may only be discovered in later phases. Regulatory Oversight:While a framework for licensed centers is being established, the specific details of safety and reporting mechanisms are still developing. 

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Send us Fan MailFrom Seed to Sale covers the legal essentials to building a startup. Join us on August 20 from 12:00 to 1:00 pm PST for Part 5, which covers contract law for startups, including basic commercial agreements, regulatory concerns, tax considerations and more. Our speaker is Silicon Valley startup attorney Roger Royse, moderated by Bob Karr of LinkSV.  

Send us Fan MailWe discuss the provisions of OBBBA that most affect startup companies

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Send us Fan MailFrom Seed to Sale covers the legal essentials to building a startup. Join us on May 21 from 12:00 to 1:00 pm PST for Part 2, which covers capitalization, including founders stock, IP, advisors, early investment, tax considerations and more. Our speaker is Silicon Valley startup attorney Roger Royse, moderated by Bob Karr of LinkSV.  

Send us Fan MailThe Bureau of Economic Analysis (BEA) requires various filings related to foreign direct investment (FDI) in the United States and U.S. investment abroad. Here are some key filings:BE-13: Required when a foreign entity acquires at least 10% voting interest in a U.S. business or establishes a new legal entity in the U.S.BE-605: A quarterly survey for U.S. affiliates with assets, sales, or net income exceeding $60 million.BE-15: An annual survey for U.S. businesses owned or controlled by foreign entities.BE-12: A benchmark survey for U.S. businesses with foreign ownership of 10% or more.BE-10: A benchmark survey conducted every five years to collect data on U.S. investment in foreign entities.Each filing has specific deadlines and requirements. You can find more details on the BEA website.

Send us Fan MailIn this episode of the 10,000 Startups podcast, the discussion revolves around the legal troubles that startup companies face, focusing primarily on issues related to due diligence, potential fraud, and the missteps that can lead to significant repercussions during financing or acquisition processes. The guest, Sherine Ebadi, Managing Director of Forensic Investigations and Intelligence at Kroll, shares her insights drawn from years of experience as a forensic investigator and a former FBI agent.The conversation kicks off by highlighting recent high-profile fraud cases involving startups such as Theranos and FTX. Despite the staggering consequences, the behavior of founders committing such fraud often stems from an exaggerated sense of confidence in their capabilities, which can lead to reckless decisions when facing existential setbacks. Ibadi points out that many founders begin with innovative ideas but may take a downward spiral into unethical practices when encountering challenges.The discussion then shifts to the importance of due diligence in startups and the preliminary triggers that lead to investigations, such as anomalies in financial records or whistleblower alerts. Ibadi suggests that many startups lack proper financial controls and governance, making them susceptible to fraud. She emphasizes the necessity for startups to establish robust financial frameworks early on, as poor governance can spiral into significant troubles as the company grows.Moreover, the conversation underscores the crucial aspect of trust and transparency in investor relations. Founders frequently rely on their close circle, including reputable board members, to foster trust among potential investors, which can lead to less scrutiny over financial practices. Understanding the nuances of the business and being able to articulate complexities in simple terms are fundamental in preventing instances of fraud.Finally, startups and investors alike should discern between legitimate businesses and potential fraudsters by conducting comprehensive due diligence and fostering open communication. Both parties agree that while mistakes can be rectified, once fraud is involved, it can tarnish reputations permanently.

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Send us Fan MailA ruling on the FDA laboratory test ruleSan Francisco sues another gig economy business for employee misclassification California PAGA claimsThe DOJ disbands its crypto currency unitA new Federal data security ruleThe Tax Cuts and Jobs Act extension moves forward

Send us Fan MailNuan Zhang is a venture capitalist with a diverse background in the technology and investment sectors. Nuan is responsible for sourcing and evaluating investment opportunities, conducting due diligence, and providing strategic guidance to portfolio companies. She works closely with founders to help them scale their businesses and achieve sustainable growth.

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Send us Fan MailWe discuss the new tariffs imposed by the US government, including a tariff on steel and aluminum products from all countries, as well as additional tariffs on imports from China and a partial suspension of tariffs on imports from Canada and Mexico. The experts, Ed Lebow and Colin Cox from the law firm Haynes and Boone, provide an overview of how tariffs work, who pays them, and the potential impacts on businesses and consumers. They also discuss the retaliatory tariffs imposed by other countries in response to the US actions, the challenges around determining product origins, and the strategies companies can use to navigate the new tariff landscape. #tariff

Send us Fan MailNeil Wertlieb is the former General Counsel and a retired partner from Milbank LLP, a leading international law firm, where he worked for over two decades, from 1995 to 2016 (as Partner) and from 2022 to 2024 (as the firm’s first-ever General Counsel). Based in Milbank’s Los Angeles office, Mr. Wertlieb’s legal practice focused on business transactions, primarily acquisitions, securities offerings and restructurings. Mr. Wertlieb is an Adjunct Professor at UCLA School of Law, where (since 2002) he teaches a transaction skills course of his own design, which includes deal-making, negotiation, contract drafting and ethics. Mr. Wertlieb is also Senior Advisor, Milbank@Harvard at Harvard Law School Executive Education, a professional development education program that provides attorneys with immersive week-long programs to build leadership and business skills. The Milbank@Harvard curriculum includes intensive, interactive courses on finance and accounting, leadership and team management, strategy, marketing, negotiations and macroeconomics. Mr. Wertlieb is also a Visiting Lecturer at UC Berkeley School of Law, where he teaches transaction skills. He has also taught similar courses at USC Gould School of Law, UC Irvine School of Law, and Santa Clara University School of Law. For more information about Mr. Wertlieb’s transaction skills course, click here. https://wertlieblaw.com/about/

Send us Fan MailSummaryIn the latest episode of the “10,000 Startups Podcast,” host Roger Royse delves into the phenomenon of “DExit,” referring to the trend of companies relocating their incorporation from Delaware to other states, primarily Nevada, Texas, and Wyoming.

Send us Fan MailIn this episode we discuss VC trends and expectations of 2025 and a discussion of the micro VC. Connecting People, Capital & Companies - Pulse of the Valley newsletter - Free trial - fundings, investors, executives    Flexible Fundraising for startupsFollow us on LinkedInhttps://www.linkedin.com/in/bobkarr/https://www.linkedin.com/in/vj82/https://www.linkedin.com/in/dawndebruyn/

Send us Fan MailHaynes Boone Associates Kayla Cristales and Luke Nguyen discuss the FDA’s recently issued Final Rule changing the Agency’s longstanding enforcement policy on Laboratory Developed Tests (LDTs).

Send us Fan [email protected] Jordan helps startups and partners with investors to build, grow, fundraise, scale, & achieve through operations, partnership, fundraising, business development, and team leadership - for the USA, MENA, Dubai, KSA, South America, Denmark, S. Korea and some EC economies.As an experienced leader, advisor, and mentor, Jordan assists or leads in business operations, business development, org transformation, customer management, PMO, and team growth. As an innovative change agent in Technology, ENT SW, IoT, Smart Home, AI, FinTech, HealthTech, Jordan is able to provide for scaling, growth, and business needs through commitment, network, and skills to create, build, operationalize, and guide you through your journey.Key areas,- Start-up Operations, Growth, Valuation, Due Diligence, and more- AI, Smart City and IoT - Operations: Strategy, Global/local, Planning, & Execution- Product and Service Delivery- Customer Service, Support, and Retention- Team building and org structure- Program, Product, & Project Management- Product Life Cycles Management- Business Process Development & re-Engineering - Product development – Hardware, Software, Tool & Services Products

Send us Fan MailIn Gifford v. Sheil, Sydney Nicole Gifford sued fellow Alyssa Sheil for infringement based on Sheil’s alleged copying of her social media elements. Michael J. Lambert discusses the case. He is an associate in the Intellectual Property Practice Group in Haynes Boone’s Austin office. He focuses on media, entertainment, intellectual property, and First Amendment litigation. Recognized by Best Lawyers as “Ones to Watch” (2023-2024), Michael has represented a wide range of clients in state and federal trial and appellate courts. Outside of court, he counsels clients on defamation, privacy, access, and newsgathering matters and advocates for legislative reforms advancing press freedoms. He also writes and speaks publicly about First Amendment, internet law, and anti-SLAPP issues.

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Send us Fan MailYesterday President Trump announced a $500 billion project (Stargate) that will accelerate the development of AI in the USA.  Coincidentally, the California Attorney General last week issued legal advisories reminding consumers of their rights, and advising businesses and healthcare entities who develop, sell, or use artificial intelligence (AI) about their obligations under California law. Although AI technology is developing rapidly, entities must comply with existing California laws, as well as new laws that went into effect on January 1, 2025. The first legal advisory advises consumers and entities about their rights and obligations under the state’s consumer protection, civil rights, competition, and data privacy laws; the second advisory provides guidance specific to healthcare entities about their obligations under California law. The advisories provide guidance but are not intended to be comprehensive and do not identify all laws that may apply to the development and use of AI. 

Send us Fan MailElon Musk: "The reason I'm in America along with so many critical people who built SpaceX, Tesla, and hundreds of other companies that made America strong is because of H1B."Representative Ro Khanna: "...the H-1B program has been abused."Senator Bernie Sanders: "The main function of the H-1B visa program and other guest worker initiatives is not to hire 'the best and the brightest,' but rather to replace good-paying American jobs with low-wage indentured servants from abroad."

Send us Fan MailAnnie Lawson advises corporations, partnerships, LLCs, and tax-exempt organizations on a variety of business planning and tax issues as well as the federal and state tax aspects of mergers and acquisitions. She assists clients with structuring new business ventures or restructuring the existing form to create efficiencies or prepare for sale. Annie is also a member of the Haynes Boone tax controversy team.

Send us Fan MailBrady leads investor/partner relations for more than 2,500 individual Vint clients and partners though Vint's retail division and capital markets team. Previously, Brady has held client-facing roles related to stakeholder engagement, consumer credit, and direct sales. He was a Don Lavoie Fellow in Political Economies at the Mercatus Center, George Mason and is a graduate of Loyola University Maryland with a degree in rhetorical studies and philosophy. Experience working directly with HNW clients, C-suite, and advisors. Internal Qualified Small Business Stock (QSBS) and IRC Sections 1202 and 1045 SME.

Send us Fan MailNine out of ten startups that raise capital will shut down, but no one wants to deal with the process. Information and simplicity are the most critical when a founder finds themselves in a difficult situation and needs as much support as possible.SimpleClosure helps startups shut down with software that can automate the process, saving hundreds of hours of work and tens of thousands of dollars.

Send us Fan Mailach Prince’s practice encompasses all areas of government contract law. Zach counsels domestic and international clients on a wide range of issues, including compliance with federal and state regulations and statutes, bid protests, contract and subcontract drafting and negotiations, contract changes, claim preparation and disputes, cost allowability and cost accounting standards, price and cost reasonableness, export controls and national security issues, government audits, subcontractor management and disputes, due diligence for mergers and acquisitions, cybersecurity, grants and cooperative agreements, and protecting intellectual property rights when contracting with the government. His clients range from the largest traditional defense contractors, to small businesses, to non-traditional government contractors including commercial technology companies.Zach is regularly engaged to support acquisitions. He has conducted diligence relating to Federal, state, and international government contracts, export controls, and national security risks in support of a variety of transactions. Such acquisitions include technology companies, service-providers, electronics manufacturers, and aerospace companies. The size of these deals has ranged from tens to hundreds of millions of dollars and include public companies.Zach has experience litigating contract disputes in federal and state courts, before administrative bodies, and in national and international arbitral for a, including before the Armed Services Board of Contract Appeals, the Civilian Board of Contract Appeals, the United States Government Accountability Office, the United States Court of Federal Claims, the United States Court of Appeals for the Federal Circuit, the United States Court of Appeals for the Fourth Circuit, Virginia state courts, the United States Court of Appeals for the District of Columbia, and D.C. Superior Court.Zach served as a law clerk for the Honorable Mary Ellen Coster Williams of the United States Court of Federal Claims. He is a Professorial Lecturer in Law at the George Washington University Law School and regularly lectures and writes on matters relating to government contracts. He is a member of the American Bar Association Section of Public Contracts Law, and currently serves as a Co-Chair on the Battlespace and Contingency Contracting Committee, and as a Vice-Chair on the Commercial Products and Services Committee and Intellectual Property Committee.

Send us Fan MailTony Mancini, CPA and I discuss the state of taxation of tech startups today including defending R&D credits on audit, surprising results of the 174 deduction, net operating loss limitations and the employee tax credit

Send us Fan MailRoger Royse discusses the securities law exemptions that startups most commonly rely on - Rule 506(b) and 506(c)