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inspiration
Guides
Insights
Employment Agreements vs. Independent Contractor Agreements: What Founders Should Know
Startups often rely on both employees and independent contractors. But these are legally distinct relationships - and using the wrong type of agreement can create serious legal and financial risks. Misclassification can lead to tax penalties, lawsuits, and regulatory violations, especially in strict states like California and New York.
Offer Letters for Startups: What Founders Need to Know
Hiring your first employees is an exciting milestone. But it’s not enough to agree on salary with a handshake. A clear, well-drafted offer letter sets expectations, outlines key terms, and helps reduce the risk of misunderstandings later.
Fired or Quit? Why It Matters Legally for Your Startup
When someone leaves your company, founders often want to just “move on” - but whether the departure was voluntary or involuntary has lasting legal and financial consequences. From unemployment claims to final pay rules, the details matter.
FAQs
Open allAsset purchases, carve-outs, strong representations/indemnities, limited liability caps, escrow, and holdbacks are tools to limit exposure. But complete insulation may not be possible in stock or merger deals.
Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).
Yes - many agreements include conditions precedent, Material Adverse Change (MAC) clauses, break-up rights, or renegotiation triggers if due diligence uncovers issues. A poorly performing integration may also prompt adjustments.
Disclosure should be timed carefully to balance confidentiality and trust. Many deals maintain confidentiality until the signing, sharing information only under NDA and with key stakeholders, then broad communication following closing or in a controlled way.
- Asset sale: buyer chooses which assets (and some liabilities) to acquire - gives flexibility but requires consents.
- Stock sale: buyer acquires ownership interests (shares) - continuity is smoother but buyer inherits full liability.
Merger: legal consolidation of entities; often simplifies transfers but may trigger statutory rights (dissenters’ rights, shareholder votes).
The price is based on valuation methods (DCF, comparable companies, precedent transactions, asset approach) and then adjusted via negotiation, risk allocation, escrow, earn-outs, and working capital / debt adjustments.
Most deals take 6–12 months from initial negotiations to full integration. Complex deals, cross-border structures, or regulatory approvals can stretch this longer.
If you are collecting user data - even email addresses for a waitlist - yes. Privacy policies are required by laws like GDPR and CCPA and are expected by users. A simple, transparent policy early on builds trust and avoids compliance risks.
Yes - but only with caution. Permissive licenses like MIT or Apache are generally safe. Copyleft licenses like GPL or AGPL may require you to open source your entire codebase if combined improperly. Always review licenses before including open source code in your product.
It depends on your business model. Trademarks are generally a faster, cheaper way to protect brand identity and avoid conflicts. Patents are valuable for companies with novel inventions or defensible technology but are expensive and time-consuming. Many startups begin with trademarks and trade secrets, and pursue patents only if they become strategically necessary.
Not automatically. Unless a contractor signs an invention assignment agreement, they may retain ownership of what they create. Always use written agreements that explicitly assign all IP to the company.
Both give the right to purchase stock at a fixed price, but:
- Stock options are usually granted to employees as compensation.
- Warrants are often given to investors, lenders, or strategic partners as part of financing or business agreements.
Yes, but typically through NSOs, RSUs, or phantom equity rather than ISOs. International employees may require country-specific equity plans due to tax and legal differences. Always consult counsel before granting equity outside the U.S.
Not always. While founders begin with control, each financing round introduces new investors with board seats, voting rights, and protective provisions. Some founders implement dual-class stock or other structures to retain control, but most startups rely on alignment with investors rather than super-voting rights.
Dilution reduces your percentage ownership as new shares are issued, but it doesn’t necessarily reduce the dollar value of your stake. If a funding round increases valuation, your smaller percentage may still be worth significantly more in absolute terms.
It depends on the acquisition terms. Options may be assumed by the acquirer, cashed out, or accelerated. Double-trigger acceleration is common, meaning unvested shares vest if the company is acquired and the employee is terminated without cause.
At least once per year, or whenever a major event occurs (funding round, acquisition offer, significant revenue milestone). A current 409A valuation is required to set fair market value for stock option grants and to maintain compliance with IRS rules.
- RSAs (Restricted Stock Awards): Shares are issued upfront, subject to repurchase rights if unvested. Best for founders and early hires when valuation is low.
- RSUs (Restricted Stock Units): Shares are delivered only when vesting is complete. Best for later-stage hires when valuation is high.
An 83(b) election allows recipients of restricted stock to pay taxes at grant rather than as shares vest. Founders and early employees almost always benefit from filing, since share value is usually negligible at the start. Missing the 30-day deadline can create significant tax burdens later.
Yes. Even small teams benefit from reserving equity for future hires. Without a pool, you may run into hiring roadblocks or face last-minute dilution negotiations with investors. Most early-stage companies set aside 10–20% of total equity.

