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Top 5 Reasons for a California Company to incorporate in Delaware

Company founders frequently ask their California business attorneys whether they should incorporate in California or Delaware.  The answer in the view of DPA Law Group in San Jose is this depends on the founder’s objectives and goals for his or he… Read More
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Choose Your Business Structure

The business structure you choose will have legal and tax implications.  This summary is not intended as a substitute for working with qualified corporate counsel or a business attorney before choosing a structure for your business.  But it may hel… Read More
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WHAT STARTUP FOUNDERS NEED TO KNOW ABOUT TERM SHEETS FROM SOPHISTICATED ANGEL INVESTORS & VCS

A startup’s receiving its first term sheet is generally an important early milestone. And while investor term sheets are not generic, they are designed to protect the investors’ investment – not the company. So it is not uncommon for founders a… Read More
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HOW TO REVIVE A SUSPENDED CALIFORNIA CORPORATION

In an earlier post we address why a California corporation’s status sometimes becomes suspended and how to avoid this (May, 2015: Why Does The “Active” Status of a California Corporation Get Suspended, and How is This Avoided?”)  As we expla… Read More
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Stock options - The major differences between ISOs and NSOs & the 83(b) election

There are two major differences between incentive stock options (ISOs) and non-qualified stock options (NSOs): the type of person who may receive the option award and the tax consequences upon option exercise.   This is not to suggest that there ar… Read More
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What Startups Need to Know about Business Contracts & Common Intellectual Property Errors

First time startup founders often overlook key intellectual property concepts and provisions in their business arrangements and contracts.  This is particularly true for those who self-incorporate through LegalZoom or similar sites.  While some of… Read More
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EMPLOYER END-RUNS AROUND CALIFORNIA’S PUBLIC POLICY AGAINST EMPLOYEE NON-COMPETITION AGREEMENTS

With limited exceptions, California courts treat non-competition agreements with California based employees as unenforceable restraints on trade contrary.  Companies headquartered outside of California, however, often seek to avoid this outcome by u… Read More
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Data Security Provisions and SaaS Master Service Agreements: Part I of II

Software as a service (or SaaS) providers hosting and processing customer or vendor data for other businesses increasingly find themselves having to address customer demands that the controlling master service agreement (MSA) include heightened data… Read More
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Stock Purchase Rights and Founder's Shares

A stock repurchase right with regard to a founder is a provision in a stock purchase agreement permitting the issuing corporation to  repurchase certain of the founder’s shares should she leave the corporation before an agreed minimum period of ti… Read More
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Qualified Small Business Stock-what is it and why does it matter to Startup investors?

Investors in startups frequently require the corporation to warrant in connection with sale of its stock that the startup’s shares are qualified small business stock within the meaning of Section 1202 of the Internal Revenue Code (the Code).  The… Read More
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What Our Clients Are Saying

When I left a company where I had worked for years as an independent contractor, that company sued me and my new employer in federal court asserting my general industry knowledge was proprietary to it. During the litigation DPA and Drew Piunti deftly… Read More
– Keith Freedman, FreeForm Technologies, LLC
Drew is an outstanding professional. His integrity, expertise and result driven philosophy make him invaluable for us. Drew helped us marshal the rapid growth of the company and establish the right legal framework for managing our foreign subsidiarie… Read More
– Theo Nissim, Founder and CEO, Gemini Solutions, Inc.

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