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Insights

What is a Plan of Merger, and When is it Required?

A Plan of Merger is a legal document that sets out the terms and conditions of a merger between two or more entities. It typically includes:

Stock Purchase vs. Asset Purchase

A stock purchase occurs when the buyer acquires shares of the target company directly from its shareholders. This gives the buyer ownership and control of the entire company, including its assets, liabilities, and contracts. Because the legal entity itself does not change, most contracts, licenses, and permits remain intact, allowing business operations to continue without disruption.

Key Advantages of an Asset Purchase

An asset purchase allows buyers to acquire selected assets and liabilities of a business instead of taking ownership of the entire entity. This structure offers several advantages:

Licensing Agreements for Startups: How to Protect, Monetize, and Scale Your IP

If your startup is built on software, content, data, or inventions, you likely need a Licensing Agreement. Whether you’re giving others the right to use your IP or licensing third-party tech for your own product, a well-drafted agreement is the key to protecting your rights and unlocking revenue.

You risk fines, penalties, or lawsuits. For example, missing wage notices or payroll setup can trigger regulatory issues.

Before day one. Send documents and policies in advance so the employee begins with clarity and confidence.

Yes. Even with a small team, onboarding helps establish culture, set expectations, and avoid compliance mistakes.

Contractors are best for short-term, specialized, or non-core projects. Employees are necessary for ongoing roles central to your business.

It creates legal and financial liabilities. Investors want clean workforce records to avoid unexpected tax or compliance risks.

No. Classification depends on the actual working relationship, not the job title or contract language.

Contractors control how they do their work and usually operate independently. Employees work under your direction and are integrated into your business.

They clarify compensation, benefits, and employment terms, reducing the risk of disputes and protecting the company legally.

Absolutely. Grants should be approved by the board, backed by a 409A valuation, and issued through a written equity plan.

Most startups use a 4-year vesting schedule with a 1-year cliff to ensure commitment and retention.

Yes, but it should be modest. Paying yourself something demonstrates value for your time, but it shouldn’t jeopardize the company’s survival.

Not entirely. Wrongful termination, discrimination, or retaliation claims are still possible. Document performance and follow fair processes.

You could face penalties, lawsuits, and government audits. Startups must track hours and pay overtime where required.

Yes. A handbook sets clear expectations and helps protect against legal claims, even for small teams.

Misclassifying employees as contractors or exempt workers can lead to back pay claims, penalties, and lawsuits.

You risk fines under laws like GDPR and CCPA, removal from app stores, and loss of user trust.

At least once a year, or whenever you change your data practices, adopt new tools, or when laws change.

A Privacy Policy explains how you handle user data. Terms of Service govern how users interact with your platform. Both are essential.

Yes. If you collect any personal data - emails, IP addresses, or cookies - you need one. Most app stores and ad networks also require it.

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