Bay Area Business Lawyers | Primum Law

Business Law

Limitation of Liability

What is Limitation of Liability and Indemnification? 

What is Limitation of Liability and Indemnification?  You are reviewing a customer contract and reach the sections on limitation of liability and indemnification.  The words sound familiar. But if the deal goes wrong, what do these provisions actually mean for your company?  These clauses help allocate risk between the parties. For founders negotiating software agreements, understanding that allocation can matter just

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Open-Source Code

Using Open-Source Code in Your Commercial Product 

Using Open-Source Code in Your Commercial Product  Your developer finds an open-source library that solves in an afternoon what might otherwise take a week to build.  Can you use it in a commercial product?  Often, open-source software can be used commercially. But “open source” does not mean “no rules.”  The relevant question is what the particular license permits and what

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Board Minutes

Would My Board Minutes Actually Survive a Buyer’s Due Diligence?

Would My Board Minutes Actually Survive a Buyer’s Due Diligence? You are sitting across from a buyer who has just sent over a long diligence request list. Your team has already shared the cap table, incorporation documents, contracts, financial records, and IP assignments. Then the buyer asks for your board minutes. You know the board

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Due Diligence

What Kills an M&A Deal in Due Diligence, and Is My Portfolio Company Exposed?

What Kills an M&A Deal in Due Diligence, and Is My Portfolio Company Exposed? You finally have a buyer interested in acquiring one of your portfolio companies. The purchase price looks good, and the negotiations are moving forward. But price may not be the biggest risk. The bigger concern is what happens when the buyer’s

What Kills an M&A Deal in Due Diligence, and Is My Portfolio Company Exposed? Read More »

D&O Insurance

Does My Portfolio Company’s D&O Insurance Actually Cover Me on the Board?

Does My Portfolio Company’s D&O Insurance Actually Cover Me on the Board? You are about to accept a board seat at a portfolio company. The company already has directors and officers insurance, so everyone assumes you are protected as soon as you join the board. That assumption can be dangerous. Investor appointed directors can face

Does My Portfolio Company’s D&O Insurance Actually Cover Me on the Board? Read More »

Incorporation

Did My Cheap Online Incorporation Actually Cover Everything?

Did My Cheap Online Incorporation Actually Cover Everything? You filed your incorporation online, paid a few hundred dollars, and received a PDF packet. It felt like the company formation process was finished. Then an investor asks for your bylaws. Another person asks for your founder’s stock documents. Someone wants to see your cap table. Suddenly,

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