Lifecycle of a technology company : step-by-step legal background and practical guide from start-up to sale

Praise for Lifecycle of a Technology Company "Lifecycle of a Technology Company is a comprehensive business and legal handbook for all but the most experienced technology entrepreneurs. I shared my copy with a few colleagues at MIT who have either started or are contemplating launching their own companies, and I had a real problem retrieving it. The data supports my opinion that this book will attain 'handbook' status on the desks of technology entrepreneurs." —Dr. George B. Kenney, Associate Director Materials Processing & Microphotonics Centers at MIT "This book will help entrepreneurs avoid the pitfalls on the long road to success for venture-backed technology companies. It distills a lifetime of experience in advising technology companies in a concise and understandable way." —Howard Berke, Serial Entrepreneur and Venture Capitalist "Lifecycle of a Technology Company provides a valuable resource for lawyers at a variety of experience levels. The junior lawyer will use this resource for the basics. More experienced lawyers with a broad practice will use this for a 'sanity check' relative to market terms and business rationale. In the trenches, it will assist lawyers by providing practical, plain speaking explanations for why things operate as they do in the finance, intellectual property, and merger & acquisition segments of the technology world. If you expect to represent technology clients, keep this book nearby." —James O'Hare, Partner Kirkpatrick & Lockhart Preston Gates Ellis, Boston

Praise for Lifecycle of a Technology Company "Lifecycle of a Technology Company is a comprehensive business and legal handbook for all but the most experienced technology entrepreneurs. I shared my copy with a few colleagues at MIT who have either started or are contemplating launching their own companies, and I had a real problem retrieving it. The data supports my opinion that this book will attain 'handbook' status on the desks of technology entrepreneurs."
-Dr. George B. Kenney, Associate Director Materials Processing & Microphotonics Centers at MIT "This book will help entrepreneurs avoid the pitfalls on the long road to success for venture-backed technology companies. It distills a lifetime of experience in advising technology companies in a concise and understandable way."
-Howard Berke, Serial Entrepreneur and Venture Capitalist "Lifecycle of a Technology Company provides a valuable resource for lawyers at a variety of experience levels. The junior lawyer will use this resource for the basics. More experienced lawyers with a broad practice will use this for a 'sanity check' relative to market terms and business rationale. In the trenches, it will assist lawyers by providing practical, plain speaking explanations for why things operate as they do in the finance, intellectual property, and merger & acquisition segments of the technology world. If you expect to represent technology clients, keep this book nearby."
-James O'Hare, Partner Kirkpatrick & Lockhart Preston Gates Ellis, Boston

LIFECYCLE OF A TECHNOLOGY COMPANY......Page 6 CONTENTS......Page 10 PREFACE......Page 12 ACKNOWLEDGMENTS......Page 14 ABOUT THE WEB SITE......Page 16 FOUNDERS’ CONTRACTUAL ARRANGEMENTS AND MECHANICS OF THE INCORPORATION PROCESS......Page 18 CHOICE OF ENTITY......Page 48 STOCK OPTION PLANS AND OTHER EQUITY COMPENSATION ARRANGEMENTS......Page 54 EMPLOYMENT AGREEMENTS......Page 66 APPENDICES......Page 72 VENTURE CAPITAL FINANCINGS......Page 74 BASICS OF DEBT FINANCING......Page 107 BRIEF INTRODUCTION TO THE STRUCTURE AND OPERATION OF VENTURE CAPITAL AND BUYOUT FUNDS......Page 115 APPENDICES......Page 120 BASICS OF INTELLECTUAL PROPERTY PROTECTION......Page 122 LICENSE AGREEMENTS......Page 138 TECHNOLOGY LICENSING: ADVANCED TOPICS......Page 157 APPENDICES......Page 196 BASICS OF SECURITIES REGULATION FOR PRIVATE COMPANIES......Page 198 INITIAL PUBLIC OFFERINGS......Page 212 PUBLIC COMPANY REGULATION......Page 223 APPENDICES......Page 264 MERGERS AND ACQUISITIONS: STRUCTURING CONSIDERATIONS1......Page 266 OVERVIEW OF AN ACQUISITION AGREEMENT......Page 277 ADVANCED TOPICS......Page 287 APPENDICES......Page 309 INDEX......Page 310 9780470223925 LIFECYCLE OF A TECHNOLOGY COMPANY 6 CONTENTS 10 PREFACE 12 ACKNOWLEDGMENTS 14 ABOUT THE WEB SITE 16 CHAPTER 1: START-UP PHASE 18 FOUNDERS’ CONTRACTUAL ARRANGEMENTS AND MECHANICS OF THE INCORPORATION PROCESS 18 CHOICE OF ENTITY 48 STOCK OPTION PLANS AND OTHER EQUITY COMPENSATION ARRANGEMENTS 54 EMPLOYMENT AGREEMENTS 66 APPENDICES 72 CHAPTER 2: FINANCING THE VENTURE 74 VENTURE CAPITAL FINANCINGS 74 BASICS OF DEBT FINANCING 107 BRIEF INTRODUCTION TO THE STRUCTURE AND OPERATION OF VENTURE CAPITAL AND BUYOUT FUNDS 115 APPENDICES 120 CHAPTER 3: INTELLECTUAL PROPERTY PROTECTION 122 BASICS OF INTELLECTUAL PROPERTY PROTECTION 122 LICENSE AGREEMENTS 138 TECHNOLOGY LICENSING: ADVANCED TOPICS 157 APPENDICES 196 CHAPTER 4: PRIVATE PLACEMENTS, INITIAL PUBLIC OFFERINGS, AND PUBLIC COMPANY REGULATION 198 BASICS OF SECURITIES REGULATION FOR PRIVATE COMPANIES 198 INITIAL PUBLIC OFFERINGS 212 PUBLIC COMPANY REGULATION 223 APPENDICES 264 CHAPTER 5: ACQUISITIONS 266 MERGERS AND ACQUISITIONS: STRUCTURING CONSIDERATIONS1 266 OVERVIEW OF AN ACQUISITION AGREEMENT 277 ADVANCED TOPICS 287 APPENDICES 309 INDEX 310 "A must-read for anyone associated with a technology company, from entrepreneurs and CEOs and CFOs to venture capitalists, as well as their legal and professional advisors, Lifecycle of a Technology Company will guide readers through the many challenges, opportunities, and legal and business pitfalls that arise at every stage of their business."--BOOK JACKET This book helps to create a solid foundation for those who are in the technology sector. It allows the entrepreneur to understand more deeply the legal milieu in which they operate and provides venture capitalists with a better understanding of the ration