Drafting shareholder agreements for start-ups can be tricky. It is the job of the lawyer to ensure that enough protection is in the document while still being mindful of the client’s budget. In this series, I will briefly explore some of the questions and concerns that arise.
Many software companies are beginning to create software offerings that are available “in the cloud”. In other words, their users do not have to go to the store and purchase a CD to install the software, rather, they can access the software by logging into a web application. This type of software offering is typically referred to as “Software as a Service” or “Saas”.
One of the advantages of SaaS is that the software provider can typically charge license fees per registered user. There are many types of pricing models, but a subscription method, where the registered user pays per month has recently grown in popularity.
Often prior to entering into an employment agreement with an executive, both the Company and the Executive wish to outline their wishes in the form of a term sheet. This helps the parties negotiate the spirit of major portions of what will be the employment agreement without combing through a long agreement.
Typically the term sheet will include the following (not an exhaustive list):
Apple wrapped up its October keynote where among the big news, a new, slimmer, thinner iPad was introduced. Perhaps an even larger announcement was that Apple was going to provide its latest operating system, Mavericks OS X for free. In addition to a number of updates that effectively catch the Mac OSX to its mobile device counterpart iOS, Mavericks also introduced a new feature that can become extremely relevant for lawyers.
That’s right, while (so far) there is no such thing as a Saran Wrap Agreement, the other three phrases are commonly used to describe License Agreements that are presented to the End User in different manners.
While it is outside the scope of this blog post to explain the difference between these types of Agreements (maybe a future post), when drafting EULAs, it is important to know how the Agreement will be presented to the End User. Will the end user receive a box of software? Will the end user have to accept the license online? Will their acceptance be assumed by virtue of their use of the technology online?
In the current economic climate, clients continue to seek high quality and specialized legal work, but many of them cannot afford the rates of big downtown law firms. In the past, clients on limited budgets found a lawyer through their personal network or by looking in the phonebook. The practices of many “phonebook lawyers” tended to be general, though, rather than specialized — they simply could not afford to turn down general work in order to specialize, the high costs of office space, computer servers and private telephone networks eating away at their profit margins.
Nowadays, with advances in technology and outsourcing options, today’s lawyers have a wide variety of tools and options available to keep costs down, increase margins and, in turn, allow for specialized legal work at affordable prices.
A business is most commonly financed through two methods:
1. Equity Financing
Equity financing refers to when ownership of a company (in the form of stock/shares of a corporation or units of a limited partnership or trust) is issued to investors in exchange for capital. There can be various classes of shares issued that each have varying rights and privileges. Investors obtain a return through the receipt of dividends or through an increase in the value of the shares or units.
Equity financing options include: venture capital firms, merchant banks, private placements and public financing.
There are several different forms of business organizations that are available for conducting business in Canada. Each form has its own advantages and disadvantages. The selection of the appropriate form of business organization will depend on many factors, including the circumstances of the investor or business owner, the nature of the activity to be conducted, the method of financing, income tax ramifications and potential liabilities related to the activity.
Some of the more common forms of business organizations are:
Whether you are a business owner who wishes to procure the services of a software developer, or a software developer coding an application for a client, serious consideration should be given to who will own the source code upon completion of the deliverable.
Whether strolling down Canal Street in New York City or searching for a bargain on Craigslist, many consumers have come across seemingly authentic luxury goods at a fraction of the original cost. As the saying goes, “if it is too good to be true, it likely is”. The knock-off Chanel purse or fake Beats by Dre headphones may look and feel real, but they are often made with inferior materials and break down relatively quickly. As such, counterfeit products that are passed-off as real can affect consumer confidence in both the primary and resale markets.