SUTTER LAW 

SAN FRANCISCO

BUSINESS ATTORNEYS

 

 

 

AREAS OF PRACTICE

Business Formation

 

Business Financing 

 

Startup Law 

 

Law Firm Summary

The Sutter Law Firm is a corporate law practice, we focus on business law with a particular emphasis on the formation of startup, emerging companies, venture capital and debt financing, mergers and acquisitions, intellectual property licensing and general corporate matters.

We represent clients in a number of industries, including computer software, hardware, electronics companies, communications, software as a service, computer games, virtual reality, consumer facing websites, and media/publishing companies.

We advise startups and venture-backed companies on business plans, incorporation, financing, founders stock, employee equity plans, intellectual property protection, licensing, distribution and strategic agreements, and mergers and acquisitions. We represent companies from accelerators such as YCombinator (YC), 500 Startups, Matter, Boost and Spain Tech Center, to name a few. Learn More Here!

TESTIMONIAL

Strongly recommend. I had an urgent need for them to review an employment contract and they turned it around for me in just a few hours. They used his judgement to give me the most value, making key recommendations, without running up any unnecessary fees. Their integrity and personable approach make working on legal issues fun and worry free

Anna G.

TESTIMONIAL

Integrity, professionalism, timely service, and an authentic interest to be helpful is what I’ve experienced with Sutter Law.  Eric is very knowledgeable in the areas of LLC creation, angel investing, and advisor liability and is willing to share guidance along the way. Sutter Law is my firm of choice to handle my contract needs, and I recommend their services to anyone in need of business legal assistance.

S.J.

TESTIMONIAL

Professional, hardworking, honest, and committed to their clients. I often turn to them for advise and support and they always put me on the right track. I highly recommend this firm!

Curtis Briggs, ESQ

INCORPORATION

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FAST AND COMPREHENSIVE

CONTRACTS

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READABLE AND PLAIN ENGLISH

FUNDING DOCS

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CONVERTIBLE NOTES, AND EQUITY

SERIES A

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FULL DUE DILIGENCE, TERM NEGOTIATIONS

Our vision is a vibrantly diverse democratic society in which everyone is treated equally under the law, given the freedom and opportunity to pursue their vision, and empowered to participate in the American Dream.

Non Disclosure Agreement and Startup Investors

Mutual Non Disclosure Agreements AKA NDA A mutual non – disclosure binds both parties to confidentiality. Definition of Confidential Information  The information that is bound to confidentiality is all information that the parties exchange. It is important to take note of the specific definition of what “information” includes, as written in your NDA. Intellectual Property Ownership A great concern for any company is to maintain full control and possession of its intellectual property. It’s important to specify whether or not the disclosure of confidential information would disturb the ownership of intellectual property. It’s preferable for any start up to include a provision that explicitly states that confidential information remains the Disclosing party’s property. Governing Law The governing law section is not one to skip over. By signing the non – disclosure agreement, you consent to be sued in the state specified in the clause, if a legal dispute shall arise. NDA Enforcement Before you disclose your startup corporation’s confidential information you should be aware that you need to resources to enforce your agreement. This means you will need a legal ‘war chest’ to pursue any violators. Even with an NDA you should be very careful who you share your confidential information with. As a general rule you can show someone WHAT your product does, without showing HOW it works. The HOW is what you want to protect. NDA’s and Investors Typically Angel or Venture Capital (VC) investor will not sign an NDA. Investors are pitched startups all day long; they fear that if they sign an NDA from each startup they will be exposing themselves to significant legal risk. Since investor... read more

Venture Capital, Investments and Form D

Venture Capital, Investments and Form D Startups and Privately held companies that are raising capital investment are required to register with the Securities and Exchange Commission, or file a Form D with the SEC to declare an exempt offering of securities. Form D is a notice that a Startup company is issuing an offering of securities that is exempt from registration with the SEC. Using Form D, a Startup company discloses information about the company and the offering to the SEC. This information includes names and the addresses of the Startups  executive officers, the size of the offering, and the date of the first sale. The form can be found here (https://www.sec.gov/about/forms/formd.pdf) Form D must be filed within 15 days after the first sale of securities in the offering . The date of first sale is the date on which the first investor is contractually committed to invest (ex: the date the Startup receives the investor’s subscription agreement or check). The form is filed online, for free, using the EDGAR system. If you would like to set up a free consultation with an experienced San Francisco business attorney, please reach out to us at Sutter Law Firm.... read more

Professional Law Corporation

        Professional Law Corporation Attorneys that seek to incorporate their law practice in California must be aware of the various nuanced rules that govern the formation and practices of their professional law corporation. Governing Body The governing body of a Professional Law Corporation is the California State Bar. In accordance with the rules promulgated by the California State Bar, the corporation must be certified by the California Secretary of State and registered with the State Bar. The professional corporation must apply for a certificate of Registration as a Law Corporation. In order to apply for the certification, the law corporation must have a certified copy of the law corporation’s articles of the incorporation, as well as the proper bylaws excerpts. Name of the Corporation The name under which the law corporation intends to practice law must comply with the California State rules of Professional Responsibility and shall not be misleading. Ownership and Transfer of Shares The exact language from Rule 3.157 of the Law Corporation Rules of the State Bar must be used in the bylaws, when discussing the ownership and transfer of shares in the corporation. The purpose of the professional law corporation is to practice law, therefore the shares of the corporation must be owned by either an attorney at law or the corporation. What if a shareholder of a professional law corporation is disbarred or passes away? Rules regarding the transfer of shares are different depending on the circumstances of the removal of the attorney from the practice of law. Shares of a deceased shareholder must be sold or transferred to the law... read more

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