Bay Area Business Lawyers | Primum Law

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Dual-Class Stock

Should I Set Up Dual-Class Stock to Keep Control of My Startup?

Should I Set Up Dual-Class Stock to Keep Control of My Startup? You’re preparing for your first venture capital round. As you read stories about founders losing control of their companies, one solution keeps appearing: dual-class stock. The concept sounds appealing. If you hold shares with extra voting power, won’t you always stay in control? […]

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Fund Manager

How Much Should My Fund Manager Have Invested in Their Own Fund?

How Much Should My Fund Manager Have Invested in Their Own Fund? You are evaluating a venture fund. The investment strategy looks promising. The track record appears strong. The manager speaks confidently about sourcing deals and creating long-term value. Then an important question comes up during due diligence: How much of their own money have

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California's Diversity Report

Does My VC Fund Have to File California’s Diversity Report in 2026?

Does My VC Fund Have to File California’s Diversity Report in 2026? Many venture fund managers spent months preparing for California’s new diversity reporting requirements. Founder demographic questionnaires were distributed. Internal compliance procedures were updated. Teams worked toward the first reporting deadline of April 1, 2026. Then everything changed. Just weeks before the deadline, the

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Foreign Bank Accounts

Does My Startup Have to Report Its Foreign Bank Accounts?

Does My Startup Have to Report Its Foreign Bank Accounts? Your startup recently expanded internationally. Perhaps you opened a bank account for a foreign subsidiary. Maybe you hired employees overseas or began serving customers in another country. You might even have signing authority over an affiliate’s foreign bank account. At first, these seem like ordinary

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Board, Stockholder, or Investor Approval

Which Decisions Need Board, Stockholder, or Investor Approval at My Startup?

Which Decisions Need Board, Stockholder, or Investor Approval at My Startup? In the early days of a startup, decision-making is simple. The founders discuss an issue, make a choice, and move forward. That changes after outside investors come in. A financing round introduces new governance requirements, new approval rights, and new stakeholders who may have

Which Decisions Need Board, Stockholder, or Investor Approval at My Startup? Read More »

Founder Employment Agreement

What Should Be in My Founder Employment Agreement Before I Raise?

What Should Be in My Founder Employment Agreement Before I Raise? Your startup is about to close a priced round. The financing documents are moving quickly. Investors are focused on diligence, board approvals, and closing mechanics. Then, a founder employment agreement or offer letter arrives in your inbox. At first glance, it looks routine. Many

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Qualified Financing

What Is Qualified Financing and When Does It Convert My SAFE or Note?

What Is Qualified Financing and When Does It Convert My SAFE or Note? Many founders raise money through SAFEs and convertible notes because they are faster and simpler than negotiating a priced equity round. At first, the process feels straightforward. Investors provide capital, the company keeps growing, and everyone assumes the next financing round will

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Acquihire

What Happens to My Team’s Equity in an Acquihire?

What Happens to My Team’s Equity in an Acquihire? A larger company approaches your startup with an acquisition proposal. After years of building, fundraising, and navigating uncertainty, the conversation feels like a breakthrough. Your team is excited. Employees start imagining what their stock options might be worth. Founders begin thinking about acquisition proceeds and future

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Federal Stablecoin Law

What Does the New Federal Stablecoin Law Mean for My Startup?

What Does the New Federal Stablecoin Law Mean for My Startup? For years, stablecoins operated in one of the most uncertain areas of US regulation. Many startups built products around stablecoin payments, treasury management, cross-border transfers, and digital asset infrastructure without a clear federal framework explaining exactly who could issue stablecoins and what compliance obligations

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Anti-Money-Laundering Program

Does My Fund Need an Anti-Money-Laundering Program in 2026?

Does My Fund Need an Anti-Money-Laundering Program in 2026? You hear that new anti-money-laundering requirements are coming for investment advisers. Your compliance team starts discussing policies. Your outside counsel mentions suspicious activity reporting. Someone tells you that your fund needs a formal AML program by January 1, 2026. Naturally, the next question is whether you

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withholding tax

Do I Have to Withhold US Tax When I Pay Foreign Contractors or Investors?

Do I Have to Withhold US Tax When I Pay Foreign Contractors or Investors? Your startup hires a contractor in another country. Or perhaps you make a distribution to a foreign investor. From your perspective, it feels like a straightforward payment. The invoice arrives, the wire goes out, and the transaction is complete. Unfortunately, that

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No-Fault Clauses

Can I Remove My Fund’s Manager? How Key Person and No-Fault Clauses Work

Can I Remove My Fund’s Manager? How Key Person and No-Fault Clauses Work You invested in a fund because you believed in a particular team. The fund manager had a strong track record, a clear strategy, and relationships that appeared difficult to replicate. A few years later, things changed. A founding partner leaves. Key personnel

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