Episodes
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Preparing for Funding Ep7: Seed Round – Recut
In the final episode of this series, we discuss seed rounds, including the difference between convertible notes, SAFEs, and equity rounds, and how seed rounds have changed over the last 5 years. See "Episode Website" for show notes.
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Office Hours with Anthony Cimino
This episode of Office Hours features Anthony Cimino, Head of Policy & Regulatory Affairs at Carta, an online equity management platform. We discuss the status of several key public policy issues - including the Qualified Small Business Stock (QSBS) tax exclusion, the shifting definition of...
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Preparing for Funding Ep6: Accelerators/Incubators – Recut
In this episode, we break down the differences between accelerators and incubators and discuss how to determine if an accelerator is a good fit for your company. See "Episode Website" for show notes.
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Preparing for Funding Ep5: Initial Sophisticated Investors – Recut
In this episode, we discuss the difference between accredited, unaccredited, and sophisticated investors, and where to find them. See "Episode Website" for show notes.
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Preparing for Funding Ep4: Pitch Decks – Recut
In this episode, we discuss pitch decks, including what their purpose is (and isn't), how to structure an effective deck, and how to get them in front of potential investors. See "Episode Website" for show notes.
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Preparing for Funding Ep3: Friends and Family Funding – Recut
In this episode, we discuss how to structure a Friends & Family Round to avoid risks that affect later-stage financing rounds. See "Episode Website" for show notes.
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Preparing for Funding Ep2: Founders’ Agreements – Recut
In this episode, we discuss founders' agreements, including Restricted Stock Purchase Agreements (RSPAs), Confidential Information and Inventions Assignment Agreements (CIIAAs), and Non-Compete and Non-Solicitation Agreements. See "Episode Website" for show notes.
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Preparing for Funding Ep1: Incorporation – Recut
In this episode, we discuss the basics of incorporation, including the difference between corporations v. LLCs, which state to organize in, and when we recommend online document formation tools. See "Episode Website" for show notes.
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Insider’s Guide to Finance
Kevin was interviewed by The Insider's Guide to Finance podcast about properly navigating your company through the stages of financing. You can see the original post here: https://creativereturn.ca/the-fine-print-of-raising-capital-with-kevin-vela-ep-30/
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Preparing for Funding Ep7: Seed Round
In this episode, we discuss what constitutes a seed round in Dallas and contrast the three potential structures of a seed round - equity, convertible note, and a SAFE. See "Episode Website" for show notes.
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Preparing for Funding Ep6: Accelerators / Incubators
In this episode, we discuss why we're not big fans of accelerators, the types of accelerators we do think provide value and are worth participating in, and the clauses to watch out for in an accelerator's program participation agreement. See "Episode Website" for show notes.
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Preparing for Funding Ep5: Initial Sophisticated Investors
In this episode, we discuss qualifications for accredited investors, how to find angel investors, how angel syndicates work, which metrics you need to know for a pitch meeting, and how to respond to getting a "no." See "Episode Website" for show notes.
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Preparing for Funding Ep4: Pitch Decks
In this episode, we discuss what makes a great pitch deck, the best uses of an appendix, how to get warm introductions to investors, and restrictions on general solicitations. See "Episode Website" for show notes.
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Preparing for Funding Ep3: Friends & Family Funding
In this episode, we discuss how to mitigate the risks of Friends & Family funding, which include disproportionate valuations, violating SEC and state securities laws, and messy cap tables. See "Episode Website" for show notes.
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Preparing for Funding Ep2: Founders Agreements
In this episode, we discuss the difference between vesting and reverse vesting, confidentiality agreements and assignment of intellectual property, restricted stock and 83(b) elections, ROFR, and Class F founders stock. See "Episode Website" for show notes.
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Preparing for Funding Ep1: Incorporation
In this episode, we discuss why your company's legal matters, lifestyle businesses v. venture-backed businesses, whether you should form your entity as a corporation or LLC, implications of the new tax code, and the filing requirements for entity formation. See "Episode Website" for show notes.
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VDR Ch. 16: Legal Things Every Entrepreneur Should Know
In this episode, we discuss wage claims, entity types, accredited v. non-accredited investors, 83(b) elections, and 409A valuations. See "Episode Website" for show notes.
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VDR Ch. 15: Why Do Term Sheets Even Exist?
In this episode, we discuss what the term sheet negotiation process establishes, as well as transaction costs and reputation constraints. See "Episode Website" for show notes.
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VDR Ch. 14, Part 2: Letters of Intent
In this episode, we discuss when to ask for a breakup fee, conditions precedent, and extended no-shop periods. See "Episode Website" for show notes.
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VDR Ch. 14, Part 1: Letters of Intent—The Other Term Sheet
In this episode, we discuss the difference between an asset deal and stock deal, forms of consideration, earnouts, and representations & warranties. See "Episode Website" for show notes.
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VDR Ch. 13: Issues at Different Financing Stages
In this episode, we discuss runaway valuations, party rounds, and board control. See "Episode Website" for show notes.
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VDR Ch. 12: Raising Money the Right Way
In this episode, we discuss what your venture attorney's role is - and isn't - in raising money, expectations for your Friends and Family Round, and best practices when emailing potential investors. See "Episode Website" for show notes.
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VDR Ch. 11: Negotiation Tactics
In this episode, we discuss the role of your lawyer in a term sheet negotiation, when and how to walk away from a deal, and the best ways to prepare for a negotiation. See "Episode Website" for show notes.
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VDR Ch. 10: How Venture Capital Funds Work
In this episode, we discuss typical management fees and carried interest structures, clawback provisions, the difference between capital calls and blind pools, and the difference between corporate VC arms and strategic investors. See "Episode Website" for show notes.
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VDR Ch. 9: Crowdfunding
In this episode, we discuss product, charity, and equity crowdfunding, company types that best fit crowdfunding, the importance of being familiar with securities regulations and exemptions, and the future of crowdfunding. See "Episode Website" for show notes.
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VDR Ch. 8: Convertible Debt
In this episode, we discuss the pros and cons of using convertible debt from both an investor and company perspective, the three different scenarios that will cause a conversion, and when you should and shouldn't use KISS or SAFE agreements. See "Episode Website" for show notes.
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VDR Ch. 7: The Cap Table
In this episode, we discuss best uses of cap tables, online cap table management platforms, and how VCs and companies each approach calculating price per share. See "Episode Website" for show notes.
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VDR Ch. 6, Part 2: Other Terms of the Term Sheet
In this episode, we discuss restriction on sales, assigning confidential information to the company, tag along rights, no-shop agreements, and indemnification clauses. See "Episode Website" for show notes.
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VDR Ch. 6, Part 1: Other Terms of the Term Sheet
In this episode, we discuss the difference between compounding and non-compounding dividends, why VCs ask for redemption rights, when conditions precedent matter, what's included in information rights, and suggested thresholds for registration rights and ROFO. See "Episode Website" for show notes.
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VDR Ch. 5: Control Terms of the Term Sheet
In this episode, we discuss which activities a company's board of directors must approve, how long a company should keep control of its board, the difference between a board member and board observer, and negotiating a threshold for protective provisions. See "Episode Website" for show notes.
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VDR Ch. 4, Part 2: Economic Terms of the Term Sheet
In this episode, we discuss why venture-backed startups must vest their equity, why you shouldn't give employees Restricted Stock Purchase Agreements, how to get VCs to agree to a smaller option pool, and the difference between full ratchet anti-dilution and weighted-average anti-dilution. See...
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VDR Ch. 4, Part 1: Economic Terms of the Term Sheet
In this episode, we discuss why the difference between pre-money valuation and post-money valuation matters when negotiating with a VC, why price per share is critical in later financing docs, what is included in a fully-diluted basis, why accepting a lower valuation can be the best option, the...
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VDR Ch. 3: Overview of the Term Sheets
In this episode, we discuss who is responsible for providing the term sheet, which parts of a term sheet are binding, the different types of term sheets, and what should be included in a term sheet. See "Episode Website" for show notes.
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VDR Ch. 2: How to Raise Money
In this episode, we discuss how to determine how much money to raise, how to prepare a pitch deck, whether or not you need a PPM, four key roles of a lead investor, and first practical steps after deciding to raise money. See "Episode Website" for show notes.
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Venture Deals Review Ch. 1: The Players
Note: We recommend listening VDR Ch.16 first, before VDR Ch.1 In this episode, we discuss the non-monetary value your VC should provide, issues with Friends and Family financing, how the angel investor ecosystem has evolved, and how paying advisors success fees can violate SEC laws. See "Episode...
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Term Sheets 101: Convertible Debt v. Equity (Part 1)
If you're a startup looking to raise capital, here is some of the basic language you need to know. See "Episode Website" for show notes.
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Term Sheets 101: Convertible Debt v. Equity (Part 2)
If you're a startup looking to raise capital, here is some of the basic language you need to know. See "Episode Website" for show notes.
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Interview: Daniel De Valdenebro Of LiftFund
Kevin interviews Daniel De Valdenebro of LiftFund about alternative lending sources for small businesses. See "Episode Website" for show notes.
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Terminating Employees – The Do’s And Don’ts
In this episode, we discuss the do's and don'ts of terminating employees. A must listen for any small business owner or startup. See "Episode Website" for show notes.
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What Does Choice Of Law Mean?
You know all of those provisions at the end of contracts and agreements under "Miscellaneous"? Do you ever wonder what they mean? In this episode, we discuss choice of law, venue, and attorneys' fees. See "Episode Website" for show notes.
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Interview: Dorie Pickle Of Creative Pickle
Kevin interviews Dorie Pickle, the founder and director of Creative Pickle, an Austin-based digital agency, about running her own business. See "Episode Website" for show notes.
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Interview: Matt Alexander Of Need
Kevin interviews our client Matt Alexander about his experience launching a curated fashion startup. See "Episode Website" for show notes.
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Avoiding The Automatic Renewal Trap
Some contracts "automatically renew" unless you affirmatively reject the renewal period. In this episode, we discuss this litigation trap, and how to avoid it. See "Episode Website" for show notes.
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Classifying Workers As Independent Contractors – Common Pitfalls
In this episode, we discuss some common pitfalls when classifying workers as independent contractors. See "Episode Website" for show notes.
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Starting A New Business? Here’s What They Haven’t Told You (Part 2)
The last 5 of 10 things we’ve learned about starting a new business. See "Episode Website" for show notes.
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Starting A New Business? Here’s What They Haven’t Told You (Part 1)
The first 5 of 10 things we've learned about starting a new business. See "Episode Website" for show notes.
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Thoughts On Domain Name Extensions
Choosing a domain name is important. Don't choose the wrong extension. See "Episode Website" for show notes.
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What Should We Name Our Podcast?
In our first episode, we introduce ourselves and seek a little outside help in coming up with a better name than "Podcast." See "Episode Website" for show notes.
About this show
Office Hours is a podcast hosted by two corporate attorneys at Vela Wood covering general issues related to small businesses and startups.
Hosted by
Vela Wood
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