Entrepreneur's Legal Cookbook @StartupPBC - Session 2

Recipes and juicy legal tidbits you can sink your teeth into™

Gaida Zirkelbach@Gaidain/gaidaLegalCookbook.com

About me


I like entrepreneurship, the law and food, so I’m mixing them together to provide legal information to entrepreneurs in

delicious, digestible, bite-sized pieces.

As a shareholder at Gunster, I have helped my clients, including various Inc. 500 and Inc. 5000 companies, launch new products, negotiate key deals, and assimilate new divisions into existing legal frameworks. I have also helped numerous start-ups get funded, deal with the myriad of issues that arise as they grow, acquire companies and be acquired.

What else? I have Martindale-Hubbell’s AV Preeminent rating, have been recognized by Super Lawyers, Florida Trend Legal Elite and the South Florida Legal Guide, have appeared on television, and have been quoted in publications such as the National Law Journal, E-Commerce Times, Florida Trend magazine, the South Florida Business Journal, and the Miami Herald.

What’s not on the menu?


What’s on the menu?

Digestible, bite sized, nuggets of legal information, to helpentrepreneurs get cooking and not get burned.


Today’s Special!FOUNDERS’ MARGUERITA PIZZA

Decide how to split the pie before you bake it.


FOUNDERS’ MARGUERITA PIZZA


INGREDIENTS:

1 package of ready-to-serve thin pizza crust (12 inches in diameter)

2 medium tomatoes, thinly cut

4 ounces shredded mozzarella cheese

3-4 basil leaves, cut into strips

2 finely chopped garlic cloves

1 tablespoon extra virgin olive oil

salt and pepper

DIRECTIONS:- Preheat the oven to 450 degrees. Take this time to think about how issues with

your founders could ruin your business.- Use a brush to spread the olive oil over the crust, including the edges. Be liberal

with the olive oil, but not so liberal with how you spread ownership among founders and future employees.

- Sprinkle the garlic, then a thin layer of the mozzarella cheese and then the tomatoes over the crust, similar to how the founders will contribute money, resources and time into the business. How you end up splitting the pie between founders and future employees depends on these contributions.

- You may want to season the tomatoes with salt and pepper. Doing so is key to the flavor of the pizza. A key component to the flavor and outcome of your venture is implementing ways to incentivize founders to remain with it.

- Spread the basil leaves over the pie; some may fall off the pie, just like founders may quit or be forced out of the business.

- Cook for approximately 10 minutes. While you wait, look over the next slide.- Remove from oven, cool for one minute and cut into slices.- Sit down with your founders, enjoy some pizza, and talk about how you plan to

split the pie.

FOUNDERS’ MARGUERITA PIZZAWill founders like their piece of the pie?


INGREDIENTS:

Bylaws

Shareholders Agreement

Operating Agreement

Invention Assignment

Non-Competition

Proprietary Information

DIRECTIONS: Make sure these tidbits are crystal clear:- Ownership of assets, inventions, and IP

- Restrictions on transferring ownership

- Pre-emptive rights

- Buy-sell rights (Put and Call Rights)

- Right of first refusal/Right of first offer

- Drag-along rights/Tag-along rights

- Access to information

- Non-Competition obligations

FOUNDERS’ MARGUERITA PIZZAWill investors like how you split the pie?


INGREDIENTS:

Right of First Refusal

Right of First Offer

Drag-Along Rights

Tag-Along Rights

Buy-Outs

Other Restrictions

Founders’ rights might discourage

investors down the road

Today’s Special!YOUR SECRET SAUCE

Don’t spill your competitive advantage.


YOUR SECRET SAUCE


INGREDIENTS:

½ cup sour cream¼ cup mayonnaise2 tbsps. chopped fresh dill or 1 tbsp. dried dill1 tsp. lemon juicesalt and pepper to taste

DIRECTIONS: • Mix all ingredients together and think about the consequences of

the competition getting a hold of your company’s trade secrets.

• Cover and refrigerate 1 to 2 hours before serving. Instead of napping on the couch, take this time, or more, to try and identify all of your company’s trade secrets and read the next slide.

• It’s great to dip veggies or crackers, or to spread on fish, pork chops or even hamburgers. It’s also great because every time you take a bite, it will remind you to take reasonable steps to protect your trade secrets.

YOUR SECRET SAUCE


INGREDIENTS:

Trade Secrets

Confidentiality Agreements

Noncompetition Agreements

Protective Measures

DIRECTIONS: • Identify trade secrets; mark

as “confidential”

• Don’t let new employees bring along competitors’ trade secrets

• Require Confidentiality Agreements

• Require Noncompetition Agreements

• Train your staff

• Limit disclosure

• Use technology

• Implement work policies

What are we having next time?


THE PERFECT BOARDBrings Wisdom and Credibility

RAMEN PROFITABLE SALADLegal Stuff that Matters on a Small Budget

RAISIN FUNDS FONDUEGetting Enough Dough to Keep Cooking

Recipes and juicy legal tidbits you can sink your teeth into™


Cheers!

Education

Entrepreneur's Legal Cookbook @StartupPBC - Session 2