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Insights

Startup Shares 101: Navigating the Complexities of Share Calculations

In the intricate world of startup finance, understanding share calculations is crucial. What seems like a straightforward counting exercise quickly becomes a nuanced exploration of different share types and calculation methods. Let's break down the three key ways startups measure their shares.

Startup Equity Compensation: The Basics

For startup founders and entrepreneurs, equity compensation is more than a recruitment tool. It builds an ownership culture, attracts top talent, and aligns employee incentives with company growth. Understanding the fundamentals of equity plans helps you design a structure that supports long-term success.

Corporate Conversion: Navigating Business Structure Transitions

As your business evolves, the legal structure that worked in your startup phase may no longer be the best fit. Corporate conversion - the process of transitioning from one entity type to another - can help align your company’s structure with your growth, funding, and succession goals.

Foreign Qualification: An Overview

Determining where your startup needs to qualify to do business can be a complex challenge, especially in an era of remote work and digital commerce. This memo provides critical guidance on understanding when and where your startup may need to qualify to do business.

Fundraising

Should I use SAFEs or convertible notes?

Both are common at the earliest stages. SAFEs are simpler and don’t carry interest or maturity dates, making them easier for founders. Convertible notes function as short-term debt and may be preferred by some investors who want added protection. Either way, model the impact on dilution before signing.

Fundraising

What’s the difference between pre-money and post-money valuation?

  • Pre-money valuation: The company’s value before new capital is added.
  • Post-money valuation: The company’s value after adding new capital. For example, a $10M pre-money valuation with $2M raised results in a $12M post-money valuation. Ownership percentages are calculated using the post-money figure.
Fundraising

How much money should I raise in my first round?

Enough to hit meaningful milestones that will position you for the next round. For most pre-seed and seed companies, that means 12–18 months of runway. Avoid raising “as much as possible” — overcapitalization leads to unnecessary dilution and pressure.

Fundraising

Do I need to raise venture capital to build a successful company?

No. Many great businesses are bootstrapped or funded through revenue. Venture capital is best suited for companies chasing large markets and rapid growth. If your business can thrive without outside capital, you retain more control and ownership.

Fundraising

How do I know if my startup is ready to fundraise?

You’re ready to raise when you have clear evidence of progress — whether that’s a working MVP, early customer traction, or revenue growth. Raising too early, without proof points, often leads to rejection or unfavorable terms.

Employment

Are non-competes enforceable?

It depends on the jurisdiction. Some states (like California) ban most non-competes, while others enforce them only if narrowly tailored in scope and duration. A safer approach is to rely on confidentiality and non-solicitation clauses, which are more broadly enforceable.

Employment

Should every employee get equity?

Not necessarily. Equity is a powerful incentive, but it should be allocated strategically. Early hires often receive equity, while later hires may receive market-rate salaries with smaller or no equity grants. What matters most is aligning compensation with company stage and employee contribution.

Employment

What’s the risk of misclassifying contractors?

Misclassification can trigger back taxes, wage penalties, benefits liability, and lawsuits. Regulators look at the reality of the relationship, not the contract label. If a worker acts like an employee - taking direction, working set hours, or performing core functions - they probably are one in the eyes of the law.

Employment

Do startups really need an employee handbook?

Yes. While not legally required for very small teams, a handbook sets expectations, communicates policies, and helps protect against legal claims. As soon as a startup hires beyond a handful of people, a simple but tailored handbook becomes a best practice.

Contracts

How often should contracts be updated?

Contracts should be revisited whenever your business model, regulations, or relationships change. As a rule of thumb, review key agreements annually. For privacy policies and TOS, updates may be required more frequently to stay compliant with evolving laws like GDPR and CCPA.

Contracts

What are the “must-have” contracts for every startup?

At a minimum, most startups need:

  • NDAs for protecting confidential information.
  • Employment/contractor agreements with IP assignment clauses.
  • Customer contracts (sales, SaaS, or licensing).

Terms of Service and Privacy Policy for digital products. Additional contracts like MSAs, vendor agreements, and partnership agreements become essential as the company grows.

Contracts

Can I just use templates for contracts?

Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.

Contracts

Do I really need contracts if I trust the other party?

Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.

M&A

How do I evaluate whether the deal is successful later?

Use original objectives and metrics (revenue growth, cost synergies, retention, integration milestones) to measure success over 12–36 months.

M&A

What role do seller and buyer advisors play?

Advisors help structure the deal, manage process, run auctions, negotiate, draft agreements, coordinate diligence, and maintain alignment between parties.

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