Is it the daunting task of incorporation, drafting founder agreements, and/or intellectual property?
On May 3rd, we’re bringing together Chicago’s top startup attorneys to give you candid, high quality advice on your toughest startup law issues. Following our usual intimate and informal “unpluggd” style, attendees will hear no BS legal advice on issues ranging from intellectual property to fundraising.
There will also be a legal clinic where entrepreneurs can ask their burning questions and get real answers from experienced attorneys in a small group.
What you’ll learn:
Before you attempt to understand the handful of legal documents presented for your first round of financing, you better be prepared to negotiate the term sheet. In order to do so, you will need to translate the "legalese" and nomenclature of venture capital financings.
Whether it's a convertible debt financing, a "Seed" financing or a Series A round, Josh will guide you through the standard terms and issues confronted in the term sheet. Without diving too deep into the full legal documents, he will familiarize you with the various alternatives typically presented and negotiated in the term sheet.
Joshua A. Klein represents corporate and individual clients in complex corporate transactions, as well as general business and securities matters. His practice primarily involves mergers and acquisitions, representing both buyers and sellers, and venture capital transactions, representing both lead investors and portfolio companies. Josh’s practice also involves private equity investments, private placements, corporate restructurings and joint ventures. He regularly advises clients on issues involving corporate structuring, ownership disputes, shareholder agreements, fiduciary duties, employment and non-competition/non-solicitation agreements and business contracts.
His clients range from large proprietorships and family offices to start-up and other small or mid-sized privately held companies in a wide variety of industries, including manufacturing, technology, information technology, retail, health care, financial services and consulting. Josh is a member of the American Bar Association, Chicago Bar Association and Illinois Venture Capital Association. Josh is a founding member of the board of directors of the Inner-City Education (ICE) Program, an academic scholarship program for lower income Chicago-area youth.
The SEC published the proposed rules to activate the JOBS Act's new equity CrowdFunding exemption and the final rules are expected to be effective this summer. Will the prospect of raising up to $1M by selling securities to the crowd change your financing decisions? Rita's presentation will overview the proposed rules for this securities offering exemption and discuss alternative legal and capital structures geared toward crowd participation and the legal ramifications of working with funding portals.
Rita W. Garry has been representing privately held companies in all areas of corporate, securities, and commercial law since her graduation from Boston University School of Law in 1983. She is partner with Golan & Christie, a 20-year old Chicago-based business, real estate and commercial litigation law firm. Ms. Garry is a frequent speaker and presenter on business law topics and has published numerous articles on SEC regulations of private placements of securities, including the new crowdfunding exemption and is a content contributor to Entrepreneurs Unpluggd. She has received service excellence rewards from Women in Management and the Heartland REALTOR Organization.
Heather’s presentation will highlight fundamental points that you should address in a founders agreement (such as control, deadlock resolution, and how to deal with a founder who isn’t pulling her weight), how to avoid founder’s disputes, and how to minimize the impact of a founders dispute when it occurs.
Heather F. Harper is a Clinical Assistant Professor of Law and the supervising attorney for the Entrepreneurial Law Clinic at Chicago-Kent College of Law. Heather teaches Entrepreneurship Law and serves as the legal adviser to the Interprofessional Projects Program (IPRO) at Illinois Institute of Technology (IIT).
Nearly every start-up grants equity at some point in time, be it to officers, employees, developers, lenders, landlords or other independent contractors. We will examine the business and legal aspects of valuing equity grants, selecting recipients, tying equity to performance criteria, clawing equity back, avoiding the rescission issues an unlicensed broker/dealer may cause, avoiding inadvertently generating income tax liability based on a vesting schedule, the elements of an “equity plan,” and much more.
Prior to joining Howard & Howard, Mr. Ryerson was a corporate associate focusing on a wide range of business and corporate issues. He regularly counseled clients on matters relating to supply, distribution, sales, advertising, marketing, sponsorship, procurement, royalty, manufacturing, technology transfer, licensing, sublicensing, reseller licensing, OEM, research, development, confidentiality and logistics relationships in the multimedia, retail, biomedical, communications, food and beverage, software, energy, real estate, and transportation and service industries. Mr. Ryerson has also represented international and national buying and selling entities in advanced stock purchases, asset acquisitions, mergers, spin-offs, joint ventures and developmental associations, and has formed hundreds of corporations, LLCs and partnerships.
Mr. Ryerson was extensively involved in the preparation and completion of numerous private equity, debt, and convertible debt securities offerings on behalf of both issuing entities and institutional investors, including the composition and evaluation of PPMs, term sheets, LOIs, contribution agreements, security pledges and structured lines of credit. Additionally, he regularly participated in the negotiation and drafting of fixed- fee, hourly, salary and equity-based employment, independent contractor, subcontractor, outsourcing, management and consulting agreements, RFPs and compensation arrangements.
Jude Sullivan concentrates his practice in corporate, mergers and acquisitions, private equity and venture capital matters. He represents public and private companies in general corporate matters, mergers and acquisitions and securities matters. Mr. Sullivan also represents venture stage companies in negotiating and documenting financing arrangements and general corporate matters.
Throughout his career, Mr. Sullivan has served as: general counsel of a Chicago-based publicly traded software and service company; director of business development for a publicly traded technology holding company; buyer’s transaction team leader in connection with the $2.1 billion hostile acquisition of a publicly traded waste containment company; and seller’s transaction team leader in connection with a $3.6 billion sale of a publicly traded software company. He also has extensive experience working with technology companies, including responsibility for negotiating and documenting $350 million in venture capital investments in more than 35 portfolio companies as general counsel of divine, inc.
Pamela Mitchell Belyn has extensive experience counseling clients on all aspects of legal operations, including corporate transactions, corporate governance, employment law, litigation, contract administration, real estate and risk management. She also has experience providing unique insights into a variety of business, operational and regulatory compliance matters.
She routinely serves as outside general counsel to several middle market businesses in various industries, including food service, consulting, distribution, health care and manufacturing. She also assists clients in the development of contracts, operating policies, procedural improvements and other sophisticated strategies to guard against myriad legal risks in today's highly competitive business environment. With a primary focus on the middle market, Pamela counsels companies in the negotiation and structuring of mergers and acquisitions.
Max Stein concentrates his practice in commercial litigation and has extensive experience representing clients in a wide variety of disputes. His approach to litigation is straight forward: find the most efficient, economic resolution possible for the client. Max has employed this approach in countless cases in federal and state courts and arbitrations before the major arbitration organizations.
Often times, this means helping clients avoid disputes in the first place, and Max excels at advising clients on the best ways to avoid problems before they happen. When they do happen, though, Max uses that same approach to help clients find creative solutions to their disputes. Max has particular experience with breach of contract claims, shareholder or owner disputes, bank and loan-related claims, civil RICO claims, securities fraud claims, and consumer fraud claims.
|9:00am||Check In & Breakfast|
|9:30am||Welcome & Agenda|
|9:40am||Legal Anatomy of a Venture Round|
|10:05am||CrowdFunding & You: Is There A Match?|
|11:05am||Wake Up Kids, You’ve Got The Dreamer’s Disease: You Get What You Give (So Grant Equity, But Grant It Responsibly)|
|11:30am||Choosing Your Start Up’s Attorney & How To Get The Most Out Of Your Legal Budget|
|11:55am||You Don’t Know What You Don’t Know: How Talking To Your Lawyer Can Actually Save You Money|
If you're driving to the event, we recommend booking your spot with SpotHero. You can reserve your Entrepreneurs Unpluggd Startup Law Summit parking via their iPhone / Android apps or online at SpotHero.com. All attendees booking on the mobile app receive $5 of free parking when they use code EULSUM5 at check out.