Legal Blog
HIPAA Basics (Part I)
Whether dealing with simple applications or constructing complex medical treatment tools, businesses looking to enter the burgeoning market of health care services will need to become familiar with the Health Insurance Portability and Accountability Act (HIPAA). The...
Alternative Dispute Resolution for Startups: Mediation and Arbitration
Litigation has long been the de facto solution for companies that find themselves mired in legal conflict. However, court-sanctioned squabbling comes with spiraling costs, tremendous time investments, and a healthy dose of acrimony that can destroy business and...
Our Trademark Search Process
Many of our clients reach out to us to assist them with trademark protection. They want to know about the process for registering their name, logo, or slogan with the U.S. Patent and Trademark Office (USPTO). This article provides an overview of how we advise our...
Demystifying Privacy Law: FTC Data Privacy Enforcement
Unlike many countries in the world, the United States does not have one regulatory agency with authority to monitor and enforce data privacy violations. The U.S. uses a sectoral model of data privacy protection, using a variety of enforcement mechanisms. One of those...
Uber’s Independent Contractor Problem
The California Labor Commission ruled on June 3, 2015 that drivers for the ubiquitous ride-sharing company Uber are employees, not independent contractors. If certified on appeal, the surprise ruling could impact Uber’s business model and the sharing economy more...
Demystifying Privacy Law: Drafting a Privacy Policy
If your business collects personally identifiable information (or PII) about your customers, you will need a privacy policy to let them know how you plan to collect, use, share and secure information about them. In an increasingly digitalized world, privacy policies...
Demystifying Privacy Law: Personally Identifiable Information (PII)
Nearly every organization collects personally identifiable information, or PII. Because of the sensitive nature of many different types of PII, its collection can pose an array of unique challenges, especially for younger or smaller organizations without a dedicated...
Demystifying Privacy Law: Making Sense of the U.S-EU Safe Harbor
UPDATE: Since this article was drafted, the US-EU Safe Harbor program has been shut down. There is now a new regime in place named Privacy Shield. Please see this article for more information. Any company looking to transfer data about users from the European Union...
Using the Madrid Protocol to Protect Your Trademark Internationally
Do you have international ambitions for your business? Are you looking to expand the impact of your goods or services across different markets? Are you anxious about protecting your trademark outside U.S. borders? The Madrid Protocol offers a centralized, easy and...
For-Profit or Nonprofit or Hybrid?
Traditionally, the divide between a for-profit or nonprofit organization was clear: for-profit businesses would engage in revenue generation and nonprofits would engage in charitable work to solve social issues and would largely stay away from revenue generation. The...
Are Term Sheets Binding?
Agreeing on a term sheet is the first step in the exciting process of raising money for startup founders. It sets out the parameters of the deal that will be executed in one or more legal documents to follow due diligence. But you may be wondering to yourself: "Are...
Important Terms in Convertible Notes and Convertible Equity
When negotiating a convertible note or a convertible equity instrument, there are a few key terms in the negotiation that are significant for the investor and the entrepreneur. In a previous article, we discussed the differences between convertible notes and...
Typical Startup Structure
Startups often ask us how a typical startup is structured. While there are plenty of free and affordable resources for various forms, they don't provide much guidance on what forms to use and why. In fact, there is no one-size-fits-all approach to structuring a...
When Are Terms of Use Legally Binding?
You've done it many times before... you click the box that says "click to agree to our Terms of Use" (and let's be real - you didn't read it). Does that check box create a legally binding agreement? What about when companies just post a terms of use and you never...
Is Convertible Equity Better Than Convertible Note and Preferred Stock?
Convertible equity has gained popularity in Silicon Valley after Y Combinator made its Simple Agreement for Future Equity (or "SAFE") available for free and used it for all of its startups. Since then, 500 Startups followed suit with its affectionately-named KISS...
Raising Startup Funds from Friends and Family
Raising funds from friends and family often seems like the logical first step for a new business to raise money. After all, you will be hard pressed to find an investor who is willing to shell out funds when your whole business is simply a couple motivated people with...
Debt vs. Equity in Business
When raising money as a business, whether old or new, it is important to carefully consider the best way to fundraise--i.e. whether it will take the form of debt or equity. In short, "debt" refers to loans, while "equity" refers to giving away a piece of ownership in...
Common California Securities Exemptions for Startup Businesses
When issuing "securities," it is necessary to pay attention to state "blue sky" laws, in addition to federal securities laws. If you are relying on a federal exemption that does not preempt state laws, then you have to make sure that a state exemption applies to the...
S-Corp Basics
S-Corporations are not technically a distinct entity type. Rather, the term "S-Corp" refers to a type of tax treatment available to corporations and LLCs that meet certain requirements. When a corporation makes an S-Corp election, it will avoid double taxation, which...
C-Corp Basics
The C-Corporation is the default corporate form, meaning when you incorporate your enterprise as a corporation, you are automatically classified as a C-Corp in the state where you incorporate. The C-Corp is generally considered the preferred entity type for businesses...
Limited Liability Company Basics
The limited liability company, or LLC, is a relatively recent addition to the menu of options available when choosing a legal entity. It is a hybrid between a partnership and a corporation, designed to combine the benefits of both. In short, an LLC enjoys the taxation...
Common Federal Securities Exemptions for Small Businesses
If you offer securities for sale, the federal securities laws require you to register the securities with the Securities Exchange Commission unless an exemption applies. But what are some of the common federal securities exemptions that may apply to your business as...
Update: EU-US Privacy Shield
UPDATE: Since this article was drafted, Privacy Shield has been formally adopted and is now in effect. Please see this article for more information. After four months of frantic negotiations, the U.S. and the European Union have a new deal on cross-border data...
Trademark Registration: Benefits of Registering Your Trademark
Are you searching for a way to distinguish your business and protect the essence of what makes your company unique? Federal or state trademark registration can be an excellent choice for entrepreneurs looking to leverage brand recognition and reputation. This posts...
Limited Partnership
A limited partnership is a business entity that is characterized by two distinct types of owners - general partners and limited partners. General partners are the active managers of the business and (as in general partnerships) are personally liable for the...
Dangers of Using a Privacy Policy Template on a Website
As a technology company that collects personal information from customers, the temptations for using a privacy policy template that you find online is understandable. You need a privacy policy to communicate to your users that you are committed to their privacy, you...
General Partnerships
A general partnership is created when two or more people engage in business as co-owners for a profit. A general partnership is created automatically as a matter of business law without filing any paperwork with the State, however, in California the partners may...
Delaware vs. California Benefit Corporations
When deciding what business entity type to use for your social enterprise, you should start by considering the factors that all businesses should consider at the formation stage. Once you have decided on an entity type, you should consider where to incorporate your...
Program Related Investment
Program related investment--or PRI--is a potential source of funding for both nonprofits and for-profit social enterprises. A program related investment is an investment made by a tax-exempt private foundation that furthers the foundation's charitable purpose while...
Deciding to Incorporate in Delaware vs. California
The laws and requirements governing business entities are made primarily at the state level. Thus, each state may impose different requirements on businesses incorporated in that state. So why do businesses incorporate in Delaware vs. California and should you...
