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Business Law and Fundraising Fundamentals for Tech Startups and Advisors

January 19 @ 9:00 am - 5:00 pm


An engaging and informative one day seminar on building the right foundation for your startup, raising funds successfully and legally and avoiding common missteps that distract and derail new businesses. Financing options for new businesses are more varied than ever – learn how to approach and work with angel investors and VCs and how to tap into the latest innovations in equity crowdfunding.

See complete agenda and course materials index below.

Peter Adams, Executive Director of Rockies Venture Club will join us for a complimentary light lunch to talk about the local fundraising market and some recent deals. Rockies Venture Club is the oldest, longest running angel investing group in the United States and the sixth largest angel group in the country.

WHO SHOULD ATTEND: Startup founders, other entrepreneurs and small business owners, attorneys, CFOs, controllers, accountants and other startup advisors.

Attorneys – these seminars are great for business development. Contribute your own views to the discussions, meet interesting entrepreneurs and earn CLE credits. Approved by the CO State Bar for 8 general credits. Sponsor will seek other state Bar accreditations upon request – email us at the address below. CPE credits can be earned by CFOs, controllers, accountants and others in all states except NY, IL, NJ and TX.

Special promotion code available to the first 10 to claim it.Enter “BYFC” after the “Tickets” link above to reveal the “Bring a Colleague or Client” ticket for just $250 – bring a friend, colleague or client for just $75 more!

You’ll learn how to:

* Pick the right business structure and domicile.
* Meet basic licensing, registration and tax requirements.
* Establish appropriate governance practices.
* Identify and protect critical intellectual property.
* Structure and manage key relationships with co-founders, investors, employees and other stake holders.
* Negotiate better contracts with partners, suppliers and customers.
* Develop a successful financing strategy from seed round to C round, including new crowdfunding options.
* Understand and negotiate VC term sheets, plus other advice for successful fundraising.
* Organize and manage a data room to support financings and M&A.
* Identify and meet key regulatory requirements.
* Prevent, manage and resolve commercial disputes and other conflicts.

Complimentary coffee, tea, light lunch and light snacks provided. Attendees can have lunch on their own or join us for more meeting and greeting and listening to the lunch speaker.

PROGRAM PRESENTER – Paul Swegle has so far held this program in Seattle, Provo, Portland and DC. He is a frequent speaker and writer on topics such as working with startups, preparing a company for a financing or sale, fixing and preventing problems in the board room, business fundraising and securities law, drafting and negotiating contracts, corporate governance, working with outside auditors, protecting intellectual property and legal ethics.

* Currently General Counsel to Observa, Newyu and Payment Gear.
* Formerly General Counsel to ShareBuilder, Numera, ZenBanx, Venuelabs and Gyld Music.
* Financings and M&A transactions totaling $11 billion.
* Served in the SEC’s Divisions of Enforcement and Corporation Finance.
* Former Special Assistant United States Attorney.
* Chair of the Corporate Counsel Section of the Washington State Bar Association.
* Innovation and Technology Law Advisory Board Member, Seattle University School of Law.


8:30 a.m. Check-in & Registration
8:55 a.m. Welcome and Introduction
9:00 a.m. Governance Structure, Domicile, Licensing, Registration and Tax
9:45 a.m. Cap Table Planning – Founder Equity, Incentive Equity, Seed Round, A Round, B Round
10:10 a.m. Governance Basics
10:30 a.m. Break
10:45 a.m. Fundraising Legally and Successfully
Noon: Lunch Break
1:00 p.m. Fundraising Legally and Successfully – Continued
1:30 p.m. Structuring and Managing Key Relationships
2:00 p.m. Identifying and Protecting Intellectual Property
2:30 p.m. Break
2:40 p.m. Negotiating and Drafting Contracts
3:40 p.m. Negotiation Skills
4:00 p.m. Identifying and Meeting Regulatory Requirements
4:25 p.m. Break
4:35 p.m. Preventing and Managing Disputes
5:00 p.m. Dismissal



Challenges of prioritizing “legal” in a startup
Using the law to create and preserve value
How the topics were chosen
General Counsel Audit
High Level Perspective
Closing the Legal Resources Gap

Governance Structure, Domicile, Formation 
First Requirement – Form the Entity
Are There Co-founders?
Entity Type: C Corp versus LLC versus S Corp
Domicile Considerations – Home state versus Delaware?
Finalize Basic Formation Documents
Asset Contributions, Founders Equity Issuances
Licensing, Registration and Tax
State and Local Business Licensing Requirements
Nexus in Other States
Federal Tax Registration

Equity Allocation/Cap Table Planning/Seed and Series A & B 
Overview of Cap Table Considerations
Sample Initial Cap Table
Series A and B Rounds
Common terms re Preferred Shares
Understanding How Liquidation Preferences Work

Corporate Governance and Reporting Obligations 
Determined Largely by Organizational Documents
Annual Entity Filings with Applicable Secretary of State
Proper Governance Protects Officers and Directors
Acts Requiring Board Approval
Meetings and Minutes
Acts requiring Shareholder Approval
Compliance with Investment Documents

Fundraising Successfully and Legally 
Helpful Hints and Best Practices
Debt and Equity Overview
Sources of Funding/Types of Funding Rounds
Revenue Participation Financing
Working with VCs
VC Term Sheet Concepts
Regulatory Framework
Customary Deal (Equity) Documents
Virtual Data Rooms
Managing Legal/Regulatory Risk in Financings
Other Things to Consider in Financings
Fundraising Summary

Structuring and Managing Key Relationships
Co-founder/Partner Considerations
Contractors and Consultants
Board Members and Advisory Board Members

Identifying and Protecting Intellectual Property 
Trade Secrets

Negotiating and Drafting Contracts 
Contracts are “Private Law”
Biggest Mistakes in Negotiating and Drafting Contracts
Other Contract Drafting and Negotiation Tips
Basic Contract Law Concepts
Negotiating Fundamentals

Identifying and Meeting Regulatory Requirements 
Available Resources
Common Regulatory Errors and Omissions

Preventing and Managing Disputes 
Primary Sources of Disputes
Best Practices are Key to Prevention
Prevent, Deflect, Resolve

Recommended Resources 

Attendees receive links to more than 100 athoritative third party articles, blog posts and other materials.



January 19
9:00 am - 5:00 pm
Event Category:


1023 Walnut St.
Boulder, Colorado 80302 United States