The Nation Venture Capital Association, an organization comprised of members representing both the interests of startups and venture capital firms (NVCA), first developed the suite of agreements commonly referred to as the “NVCA model legal documents” over a decade ago and have since adopted revised forms to reflect both changes in legislation and trends in the emerging company ecosystem. What hasn’t changed is the basic format substantive content of each of the following five primary documents: (1) Amended and Restated Certificate of Incorporation; (2) Stock Purchase Agreement; (3) Investors’ Rights Agreement; (4) Voting Agreement; and (5) Right of First Refusal and Co-Sale Agreement. Below is a relatively high-level summary of the NVCA documents and is not intended to capture the entire universe of provisions and issues addressed by the full text of such documents.
In 1994, Congress amended the U.S. Patent Laws to create a new type of patent filing called a provisional patent application, and with this came a good deal of confusion – even to this day.
Hi, I’m Laura Rippy. I am a Managing Partner at Alumni Ventures. I’m thrilled to be here. Tell Us About Your Journey I think of venture capitalists as one of two arcs, either they come in as a financial person who makes their way into investing in early stage companies, or they come in as […]
Introduction to Venture Capital Securing venture capital is a pivotal step for early-stage scaling companies aiming to expand. Venture capitalists (VCs) provide essential funding in exchange for equity stakes, enabling startups to accelerate their development and market reach. This guide outlines how to find venture capital, when to seek it, and effective strategies for attracting venture […]
Introduction to Angel Investors Securing funding is a pivotal step for early-stage scaling companies aiming to expand their operations. Angel investors can be a valuable source of funds, both at the ideation stage, and particularly for businesses that have already developed a product or service and are ready to take their growth to the next […]
The experimental use exception is a common law defense to patent infringement that was first articulated in Whittemore v. Cutter, 29 Fed. Cas. 1120 (C.C.D. Mass. 1813). In Whittemore, the court approved a jury instruction for determining patent infringement as requiring the alleged infringer to have intended to profit from the making or use of […]
I often have conversations about financing with passionate entrepreneurs. The advice I give is that before approaching financing sources, it’s critically important to make sure that the company’s “foundational puzzle pieces” are in place in order to increase the probability of fundraising success. Unless each of the four is in place, you’re likely to create a negative first impression.
Calling all Massachusetts businesses: the state has enacted legislation that mandates pay transparency in the workforce. Governor Maura Healey recently signed into law “An Act relative to salary range transparency” (H.4890), which requires employers to disclose salary ranges and protects an employee’s right to ask for salary ranges. Under the new law, Massachusetts businesseswith 25 […]
Equity financing is a pivotal stage for startups seeking to scale operations and gain market traction. Understanding the terms that venture capital investor will request in connection with an equity investment, typically first encountered within a term sheet, is crucial for entrepreneurs to make informed decisions and protect their interests. The National Venture Capital Association […]
Tell Us About Your Journey I was born in Switzerland. At around 19 years old, I moved to United States for college in Ohio. That was my journey in the United States to start. I didn’t actually plan on staying, but then I got all these opportunities for a master’s degree, which I moved to […]
Tell Us About Your Journey My journey actually starts growing up in an immigrant family. Both my parents moved to the US from Germany to a country where they didn’t know anybody. They didn’t speak the language, and they had enough money for a plane ticket back if things didn’t work out. Fortunately, through a […]
Limited liability companies have become an increasingly common form of business organization, primarily because of ease of management. They are also easy to form: most states do not even require a written operating agreement. Many entrepreneurs may find that they are just too busy to hash out an operating agreement – or are tempted to […]
In an era defined by rapid digital transformation and ever-evolving cyber threats, safeguarding sensitive data, and responding effectively to cyberattacks have become critical priorities for businesses of all sizes. Gesmer Updegrove, a premier law firm for technology companies and rapidly growing businesses, recognizes the importance of cybersecurity and data breach response strategies in today’s business […]
For founders embarking on their new journey, navigating the legal landscape can be a daunting task. Having the right legal counsel can make a significant difference in the success and sustainability of the venture. Here are some key considerations that startups should keep in mind when hiring an attorney. Key Considerations When Hiring An Attorney […]