Lifecycle of a Technology Company

Praise for Lifecycle of a Technology Company

"Lifecycle of a Technology Company is a comprehensive business and legal handbook for all but the most experienced technology entrepreneurs. I shared my copy with a few colleagues at MIT who have either started or are contemplating launching their own companies, and I had a real problem retrieving it. The data supports my opinion that this book will attain 'handbook' status on the desks of technology entrepreneurs."
-Dr. George B. Kenney, Associate Director Materials Processing & Microphotonics Centers at MIT

"This book will help entrepreneurs avoid the pitfalls on the long road to success for venture-backed technology companies. It distills a lifetime of experience in advising technology companies in a concise and understandable way."
-Howard Berke, Serial Entrepreneur and Venture Capitalist

"Lifecycle of a Technology Company provides a valuable resource for lawyers at a variety of experience levels. The junior lawyer will use this resource for the basics. More experienced lawyers with a broad practice will use this for a 'sanity check' relative to market terms and business rationale. In the trenches, it will assist lawyers by providing practical, plain speaking explanations for why things operate as they do in the finance, intellectual property, and merger & acquisition segments of the technology world. If you expect to represent technology clients, keep this book nearby."
-James O'Hare, Partner Kirkpatrick & Lockhart Preston Gates Ellis, Boston

Preface ix

Acknowledgments xi

About the Web Site xiii

CHAPTER 1 Start-Up Phase 1

Founders’ Contractual Arrangements and Mechanics of the Incorporation Process 1

Choice of Entity 31

Stock Option Plans and Other Equity Compensation Arrangements 37

Employment Agreements 49

Appendices 55

CHAPTER 2 Financing the Venture 57

Venture Capital Financings 57

Basics of Debt Financing 90

Brief Introduction to the Structure and Operation of Venture Capital and Buyout Funds 98

Appendices 103

CHAPTER 3 Intellectual Property Protection 105

Basics of Intellectual Property Protection 105

License Agreements 121

Technology Licensing: Advanced Topics 140

Appendices 179

CHAPTER 4 Private Placements, Initial Public Offerings, and Public Company Regulation 181

Basics of Securities Regulation for Private

Companies 181

Initial Public Offerings 195

Public Company Regulation 206

Appendices 247

CHAPTER 5 Acquisitions 249

Mergers and Acquisitions: Structuring

Considerations 249

Overview of an Acquisition Agreement 260

Advanced Topics 270

Appendices 292

Index 293

EDWIN L. MILLER JR. is a partner with the law firm of Sullivan & Worcester LLP. He has practiced corporate and securities law for over thirty-five years. He has extensive experience in both the public and private markets representing emerging and established technology companies in their financing, technology transfer, and acquisition activities. He has been featured in The Best Lawyers in America and is the author of Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide, also published by Wiley.

Founding and nurturing a technology startup through its growth to a successful IPO or sale requires an understanding of the business terms, customary contractual provisions, legal background, tax issues, and "how-to's" applicable to each stage. Legal and business issues are intertwined, and mistakes are costly. Part legal primer, part business primer, Lifecycle of a Technology Company provides comprehensive and understandable advice about the key legal and business issues that arise over the life of an emerging growth company.

This guide is full of practical, hands-on advice for:

• Entrepreneurs and executives who want an in-depth understanding of the legal milieu in which they operate
• Venture capital and other investment professionals who want to better understand the legal rationale behind their investment deals with portfolio companies, as well as key legal issues facing these portfolio companies
• Lawyers who would like to know, or need a refresher on, what they should be discussing with technology companies and other startup clients seeking advice on critical transactions
• International lawyers, entrepreneurs, and investors who want insight into the legal and business aspects of the U.S. technology revolution
• Law students who want to get a jump on real-world business law practice
• Business school students who want to level the playing field for their first encounters with business lawyers

Lifecycle of a Technology Company covers issues relating to:

• Choice of entity
• Arrangements among the founders concerning equity compensation
• Tricks and traps in venture financings and debt financings
• Basics of intellectual property protection and license agreements
• How to conduct a private placement
• How to prepare for an IPO
• Fundamentals of public company regulation
• The acquisition process and key negotiating points for buyers and sellers

Appendices include model or sample documents for a number of common transactions, as well as additional materials.

A must-read for anyone associated with a technology company, from entrepreneurs and CEOs and CFOs to venture capitalists, as well as their legal and professional advisors, Lifecycle of a Technology Company will guide readers through the many challenges, opportunities, and legal and business pitfalls that arise at every stage of their business.