San Jose Business Attorneys & Lawyers

Rule 701: What is it?

Rule 701 comes from the Securities Act of 1933. It's a federal exemption that frees companies from registering stock option grants and rewards for performance. No forms need to be filed with the SEC, nor do fees have to be paid. But there are conditions and limitations that come with awarding stock options under Rule 701. The Rule has strict mathematical limits that cannot be exceeded. If the value of the equity goes over $5 million, 15 percent of the issuer's total assets, or 15 percent of the outstanding securities in the class in any consecutive 12-month period, special disclosure requirements are triggered.

Rule 701 is only available to private companies; public companies cannot participate. Benefit plans and

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Updated June 24, 2020:

How Many Shares Does a Company Have?

Typically a startup company has 10,000,000 authorized shares of Common Stock, but as the company grows, it may increase the total number of shares as it issues shares to investors and employees. The number also changes often, which makes it hard to get an exact count.

Shares, stocks, and equity are all the same thing. A share is one piece of ownership in a company. When you own shares, you are a shareholder. Owning shares in a company gives you the right to your part of the company's earnings and everything it owns. The more shares you own, the bigger the part of profits you're entitled to.

When a company starts up, owners must choose an amount of stocks to authorize. This is the total amount of stocks the company will i

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What Is a Delaware LLC?

A Delaware LLC, or limited liability company, is a type of business entity created by filing the Certificate of Formation with the Delaware Secretary of State. It creates a legal existence separate from its owners. Owners and managers are not personally liable for any of the company's debts.

A contract drafted by the company's members called the Operating Agreement outlines the structure of a Delaware LLC and the rules that govern the members, or owners, of the LLC. The Operating Agreement is legally binding and enforceable by every person that signs it. The members are free to organize the company however they see fit. The can create their own terms for governing, operating, and overseeing their LLC.

The first Del

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Updated November 9, 2020:

What Is Bridge Financing?

Bridge financing is when investors invest in a startup business with a short term loan to help it reach the next round of funding, on the basis that they will receive their money back. Basically, it is used to 'bridge' the gap between investments to keep a startup company afloat.

Startups use bridge financing or a 'bridge round' to help them get to a significant round of funding such as equity funding (like a venture capital round) or the sale of the company.

The initial investors would receive a promissory note documenting their bridge investment. In this promissory note, the startup would promise to repay the lenders, sometimes with interest

For example, if you raised $500,000 in round A funding but needed another $500,000 and you were proje

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