This course explores the business realities of startups and tactics startups use to survive and grow. The course begins by discussing the business realities of…

How to use Lean Startup methodology to define and create a product and business model. This course covers developing the idea, analyzing underserved market needs,…

This course will cover Design Thinking to create products and solutions which are human-centered, as well as tools for rapid ideation and testing. The course…

This course will cover the Agile software development methods of Scrum and Kanban, which focus on rapid, collaborative, cross-functional, and customer-centered design. It will then…

This course will cover the basics of copyright and trademark, then cover specific topics relevant to startup companies, including fair use, why software is licensed,…

This course covers the basics of patents. Why do patents matter and what are the basic requirements of receiving a patent? What is really meant by a patent needing to be novel and non-obvious? What do patents look like and what information do they contain? What are the steps to get a patent? How can you speed up or slow down the patent process for strategic benefit? What are some advanced offensive and defensive patent tactics to create offensive patents and protect yourself against competitors' patents? What are some practical issues startups face regarding patents, including employee claims, software patents, and patent trolls?

This course covers how to use a comprehensive, strategic patent program to drive innovation. What are the realities of patent litigation you need to know to create a defensive strategy? What questions will help you identify critical future opportunities for your business, including opportunities in adjacent markets and potential future pivots? How do you make it difficult for competitors to copy your innovations? What are some ways you can drive significant value for your company without litigating or licensing your patents? Are there tactics and processes that will help you be more creative as you think about your opportunities?

Although most entrepreneurs put little thought into the company’s formation, it is an important foundation. The choice of form of company (corporation, LLC, etc.) and jurisdiction (Delaware, Cayman Islands, etc.) allows entrepreneurs to optimize, among other things, governance and taxation. The course discusses some common formation mistakes, what factors entrepreneurs should consider when choosing an entity and location, and a number of practical factors most entrepreneurs ignore. The class then reviews step by step major issues in corporate and LLC formation.

This course covers common (or ordinary) stock ownership, focusing on restricted stock and stock options. What is a normal vesting schedule and are there creative ways to handle vesting? What are some common pitfalls to avoid in issuing stock to founders and key employees? What tax issues dictate the ways you should use stock as a form of reward for key contributors (and not as an inadvertent form of punishment)? How do you administer a stock plan and set up a fair compensation system? What are the most common restrictions on stock ownership and which ones make sense for your business?

You will need many people to contribute to the early success of your new venture. In addition to founders, you will have advisors, consultants, and early employees. How do you correctly identify and compensate founders? How do you avoid common pitfalls in negotiating agreements with early employees and consultants? What should an invention assignment agreement contain and who needs to sign one? What terms should a founder’s agreement contain that will protect both the founder and the company?  

Although corporations are owned by stockholders, boards of directors make most of the major decisions, set the strategic direction of the company, and protect the interests of the stakeholders. Founders should build strong, independent boards to maximize the company’s chance of success and minimize risk. This course discusses creating a board, board meetings, board management, and common friction points between CEOs and their boards. The course also covers fiduciary duties, the duty of care, the duty of loyalty, the business judgment rule, “piercing the corporate veil,” indemnification, and D&O insurance. Every person who is a director of a company must be familiar with every concept in this course.

Many companies make amateur mistakes which prevent them from successfully raising funds on the terms they want. Before you decide to raise funds, are you ready? How much are you raising and why? Do you have a credible plan and team to reach a next significant milestone? Have you identified the correct investors to approach? What is the process to raise funds and do you have the right materials? What is the diligence process and how can you prepare for it? What common fundraising mistakes should you avoid?

This course covers a number of topics relevant to early stage investments in startups from both the investor and company perspective. What are best practices for angel investors? What are the pros and cons of a convertible note financing versus a SAFE financing? What common issues do early stage investors face in later rounds and how can they protect themselves without hurting the company? What are common problems companies have managing early investors and what mistakes from early fundraising often haunt companies later?

This course covers the fundamental economic terms in venture capital financings. What is preferred stock and why is it used? What are the fundamental economic terms of a deal, including the pre-money valuation and the raise? Who bears dilution from convertible notes and options? What is liquidation preference and the difference between non-participating, participating, and capped participating preferred? What are some “forced economic” terms in deals that companies should avoid? What terms do investors require in order to maintain their ownership in down rounds and future financings, including pro rata rights and anti-dilution? COURSE RELEASED NOVEMBER 9, 2020

This course covers non-economic terms in standard venture capital term sheets. What are the various definitive agreements that are part of a venture financing? How is a post-financing board of directors constituted? What protective provisions and veto rights do investors negotiate for their appointed directors and for themselves as shareholders? How do term sheets address founder compensation, stock vesting, and stock transfers? What is meant by drag along and co-sale? What are standard terms for representations and warranties, information rights, counsel fee reimbursement, and registration rights?

In this class, I show you how to create a capitalization table from scratch through a Series B financing using Excel and showing you all the formulas. How do you set up an initial capitalization at formation of the company with founders? How do you compute share price, purchased shares, and ownership from pre-money valuation and invested capital? How does one compute the option pool? How do convertible notes become equity? What are some examples of recapitalizations and cram downs and other issues that frequently come up in financings?

Diligence is one of the most important parts of the financing process, and also one of the most ignored. It helps investors understand risk and set terms. It helps entrepreneurs fix issues. It affords an opportunity for companies and investors to reflect on all available information to set priorities and strategies. Diligence also protects executives and directors from later claims of liability for failure to disclose all relevant information. What are the securities fraud implications of the disclosure process? How does diligence work? What are representations and warranties and disclosure schedules? What is a diligence memo? How does an investor create a strategic roadmap from diligence?