Bay Area Business Lawyers | Primum Law

Business Law

data room

Is My Company’s Data Room Ready for Series B Due Diligence?

Is My Company’s Data Room Ready for Series B Due Diligence? Many founders think fundraising slows down because investors lose interest. Often, that is not what happened. The investor is still interested. The problem is that diligence exposed operational gaps that the company should have fixed long before opening the data room. Missing IP assignments. […]

Is My Company’s Data Room Ready for Series B Due Diligence? Read More »

startup

Does My Startup Need a Shareholders Agreement Before We Raise Money?

Does My Startup Need a Shareholders Agreement Before We Raise Money? Early-stage founders spend a huge amount of time thinking about product, fundraising, hiring, and growth. Very few spend enough time thinking about what happens if the founding team stops agreeing with each other. That usually changes the moment an investor asks a simple question:

Does My Startup Need a Shareholders Agreement Before We Raise Money? Read More »

selling shares

Can I Sell My Own Shares Before the Company Exits? What Founders Need to Know About Secondary Sales

Can I Sell My Own Shares Before the Company Exits? What Founders Need to Know About Secondary Sales Many startup founders spend years building companies while their entire personal net worth stays locked inside private stock they cannot easily access. The company may be growing, fundraising may be going well, and the valuation may look

Can I Sell My Own Shares Before the Company Exits? What Founders Need to Know About Secondary Sales Read More »

fundraising law

What Changed About SEC Private Fundraising Rules in 2026 and What Does It Mean for My Round?

What Changed About SEC Private Fundraising Rules in 2026 and What Does It Mean for My Round? A lot of founders assume private fundraising rules stay relatively stable once they understand the basics of Regulation D, accredited investors, and crowdfunding exemptions. That assumption became risky in 2026. Over the past year, Congress, the SEC, and

What Changed About SEC Private Fundraising Rules in 2026 and What Does It Mean for My Round? Read More »

investors

What Is a Pay-to-Play Provision and What Happens to My Investors Who Don’t Follow On?

What Is a Pay-to-Play Provision and What Happens to My Investors Who Don’t Follow On? Startups often discover who their real supporters are during difficult fundraising environments. An investor who was highly engaged during the first round may suddenly disappear when the company needs follow-on capital. No commitment. No clear answer. Just silence. The problem

What Is a Pay-to-Play Provision and What Happens to My Investors Who Don’t Follow On? Read More »

employee

What Is My Employee’s Option Exercise Window After They Leave the Company?

What Is My Employee’s Option Exercise Window After They Leave the Company? An employee spends years helping build a startup. They vest stock options, contribute to growth, and leave believing they own something valuable. Then they discover they have only 90 days to exercise their options after leaving the company. Suddenly, they are facing: Many

What Is My Employee’s Option Exercise Window After They Leave the Company? Read More »

startup

How Do I Protect My Startup’s IP in Multiple Countries Before It’s Too Late? 

How Do I Protect My Startup’s IP in Multiple Countries Before It’s Too Late?  You filed your patent in the U.S. and assumed your IP was protected. Then you discover a competitor overseas selling a similar product in a market you planned to enter and realize your U.S. filing does not actually protect you there.  That situation

How Do I Protect My Startup’s IP in Multiple Countries Before It’s Too Late?  Read More »

startup business

Can I Sell My Startup Investment on the Secondary Market Before There Is an Exit? 

Can I Sell My Startup Investment on the Secondary Market Before There Is an Exit?  A lot of startup investors are sitting on significant paper gains with no clear path to liquidity.  The company may be doing well, but without an IPO or acquisition, those shares can remain illiquid for years.  So can you sell your

Can I Sell My Startup Investment on the Secondary Market Before There Is an Exit?  Read More »

angel investor

What Rights Should I Be Asking for as an Angel Investor in a Seed Round? 

What Rights Should I Be Asking for as an Angel Investor in a Seed Round?  You wrote a check to a startup and the SAFE closed. Now six months later, the company is raising a Series A and you have no idea what is happening inside.  No financials. No board updates. No heads-up that a new round is coming. That is

What Rights Should I Be Asking for as an Angel Investor in a Seed Round?  Read More »

preferred stock

What Is Participating Preferred Stock and How Does It Change My Exit Payout?

What Is Participating Preferred Stock and How Does It Change My Exit Payout? Many founders focus heavily on valuation when negotiating a term sheet. That makes sense. A higher valuation feels like a win. But a strong valuation alone does not determine how much money founders actually receive in an exit. The liquidation preference structure

What Is Participating Preferred Stock and How Does It Change My Exit Payout? Read More »

hiring

Can My Foreign Company Hire US Employees Without Setting Up a US Entity? 

Can My Foreign Company Hire US Employees Without Setting Up a US Entity?  You have a company outside the US. You found a great engineer, salesperson, or operator based in the US. Naturally, your next question is:  “Can we just hire them directly without setting up a US company?”  The short answer: not safely.  Once you

Can My Foreign Company Hire US Employees Without Setting Up a US Entity?  Read More »

IRS form

Did I Miss My 83(b) Election Window?  

Did I Miss My 83(b) Election Window?   What Early Founders Need to Know Before Giving Themselves Equity.   An 83(b) election can seem like a tiny administrative detail in the middle of building a company, perfecting your fundraising strategy and putting out fires.. But if you miss the 30-day window, that “small” filing can turn into a very expensive tax problem later.   The 30-day window doesn’t care

Did I Miss My 83(b) Election Window?   Read More »

co-founder agreement

What Should My Co-Founder Agreement Say Before We Raise Money? 

What Should My Co-Founder Agreement Say Before We Raise Money?  “We’ve been friends for years. We don’t need a formal agreement.” That mindset has contributed to more startup breakdowns than many founders expect. When a co-founder exits before the raise, or stops pulling their weight six months in, the question isn’t about the friendship. It’s about who owns what and

What Should My Co-Founder Agreement Say Before We Raise Money?  Read More »

anti-dilution clause

What Does the Anti-Dilution Clause in My Term Sheet Actually Do to Me? 

What Does the Anti-Dilution Clause in My Term Sheet Actually Do to Me?  You just got a term sheet. The valuation looks right. Then you notice the words “anti-dilution protection” in the preferred stock terms. You move past it.  That is something you should take a closer look at. That clause determines how much of your company

What Does the Anti-Dilution Clause in My Term Sheet Actually Do to Me?  Read More »

Scroll to Top