Posts Tagged ‘personal liability’

Founders Beware: Fiduciary Obligations of Officers

by Scott Edward Walker on May 30th, 2013

beware v3

Introduction

Many founders do not realize that officers of a corporation have the same fiduciary obligations as directors.  This post briefly explores this issue and its ramifications.

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“Ask the Business Attorney” – What’s Wrong with a Partnership?

by Scott Edward Walker on June 30th, 2010

Introduction

This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs); it is part 3 of 3 of my posts on choice of entity.  Two weeks ago (in part 1), I discussed what’s wrong with an LLC.  Last week (in part 2), I discussed what’s wrong with a sole proprietorship; and this week I’ll address what’s wrong with a partnership.  Please shoot me any questions you may have in the comments section.  Many thanks, Scott

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“Ask the Business Attorney”: What’s Wrong with a Sole Proprietorship?

by Scott Edward Walker on June 23rd, 2010

Introduction

This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of the most popular websites for entrepreneurs); it is part 2 of 3 of my posts on choice of entity.  Last week (in part 1), I discussed what’s wrong with an LLC.  This week I address what’s wrong with a sole proprietorship; and next week I’ll address what’s wrong with a partnership.  Please shoot me any questions you may have in the comments section.  Many thanks, Scott

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Choice of Entity for Entrepreneurs

by Scott Edward Walker on April 14th, 2010

Introduction

I had originally intended to discuss “Series FF” stock in today’s post (as a follow-up to last week’s post regarding “Class F” stock); however, I had several telephone calls in the past few days with respect to the issue of choice of entity for startups and thought it would be helpful to get this post up.

Indeed, one of the most important early decisions an entrepreneur must make in connection with his or her venture is the choice of entity.  There are basically six choices: (1) sole proprietorship, (2) general partnership, (3) limited partnership, (4) C corporation, (5) S corporation or (6) limited liability company.  Below is a discussion of each entity, including a basic description, the advantages and disadvantages, the ideal candidate/business for such entity, the cost to set-up such entity and the most important take-away.

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“Ask the Attorney”: Single-Member LLCs

by Scott Edward Walker on February 10th, 2010

Introduction

This post is part of a weekly series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of the most popular websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”

I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese).  Please give me your feedback in the comments section.  Many thanks, Scott

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“Ask the Attorney” – Formation Issues (Part I)

by Scott Edward Walker on January 27th, 2010

Introduction

This post is part of a new series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”  This post is a longer, more-comprehensive version of the VentureBeat post.

The goal here is two-fold: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese).  Please give me your feedback in the comments section.  Many thanks, Scott

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Angel Financings: Legal Tips For Entrepreneurs – Part 1

by Scott Edward Walker on December 2nd, 2009

Introduction

I am currently working with several smart, young entrepreneurs who are trying to raise capital from “angels” (i.e., wealthy individuals who invest in startups).  Indeed, since I moved to Los Angeles from New York City in 2005,  I have been involved in a number of angel financings; and what’s interesting from my perspective as a corporate attorney is that the deals run the gamut from an angel handing a check to an entrepreneur and instructing him to “send the paperwork when it’s ready” — to an angel retaining a large, aggressive law firm and insisting on shares of preferred stock, with all the “bells and whistles.”  Below are five tips for entrepreneurs to help them through the angel financing process.  (This is part one of a two-part series; I will provide five additional tips in my next post.) (more…)