Beyond the Basics:  Personnel Pitfalls and Solutions for the Early-Stage Tech Start-Up

Technology and Venture Law Committee Program Recording
Recorded January 25, 2012 | New York City

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Panelists:

• Sanjay Gandhi, President, Oxford Valuation Partners
• Joel J. Greenwald, Greenwald Doherty LLP
• Shalom Leaf, Shalom Leaf, PC
• Martin F. Murray, Murray & Josephson, CPAs, LLC

Program Description:

What are the key personnel-related legal issues for early-stage tech start-ups?  How should you be counseling clients about their treatment of personnel as independent contractors or employees and their classification of employees?  How should restrictive covenants be structured?  What legal constraints limit the effectiveness of typical IP assignment clauses?  What are the lessons of Stanford v. Roche for start-up lawyers?  How do ISOs, non-qualified options and restricted stock differ in their business, tax and accounting implications?  What are some of the principles and pitfalls of equity valuations?  When should a start-up commission a professional valuation and when will an internal valuation suffice?  How are stock appreciation rights and other less-common equity alternatives being employed by start-ups?   How do equity compensation arrangements for LLCs differ from those of C corporations?

This panel presentation inaugurates our Committee’s projected series of “Beyond the Basics” CLE programs about common start-up legal issues and arrangements.

We aim to cover the fundamentals from a practical, up-to-date, multi-disciplinary perspective that takes account of recent developments and our experts’ experience with lesser-known issues and alternatives.

The session beings with a brief outline of key personnel-related issues in the early-stage start-up.  Next, we discuss the consequences of employee misclassification and the factors employers should be considering in determining whether personnel are independent contractors or employees and whether employees are exempt or non-exempt.  We then focus on legal strategies to protect company information and personnel from competitors, including selected provisions of a typical Assignment, Confidentiality and Non-Competition Agreement.

The second half of our session covers equity plans and equity compensation from corporate law, tax, accounting and valuation perspectives.  We focus on ISOs, non-qualified stock options and restricted stock, but we also cover some less common equity compensation alternatives.
 
We offer our views on the questions posed above – among others – and engage the views of Committee members and guests in a lively, informative and far-ranging discussion.