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Glossary

Brush up on key terms

  • Section 409A of the United States Internal Revenue Code is a complex and often counterintuitive set of tax rules applicable to non-qualified deferred compensation.  Deferred compensation exists when an employee, consultant or board member has a contractual right to compensation that may be(...) Read More
  • Some founders and key executives negotiate into their equity arrangements that they will be entitled to some form of acceleration of the vesting of their equity upon the occurrence of a triggering event. Often, the triggering event is the sale of the company, but can also be an involuntary(...) Read More
  • An "acquihire" is a transaction in which a company is bought predominantly for the employees working there and not for the product/service it is bringing to market or its technology. The hope is that, by purchasing teams of smart people who have a history of working together, purchasers can(...) Read More
  • Aggregate purchase price takes into account any assumed debt, certain assumed liabilities, transaction bonuses or transaction fees that may deduct value from a non-aggregate purchase price. If this is an offer to acquire a company, you will want to make sure you understand what exactly is(...) Read More
  • Angel investors are wealthy individuals who provide early capital for a startup in exchange for preferred stock or convertible securities. Angel investment is a fairly common source of financing for young startups, as angel investors can bridge the gap between a "friends and family" seed(...) Read More
  • Antitrust laws, also known as competition laws, are statutes developed in order to protect consumers through fair competition and an open market. There are a variety of business activities that may fall under antitrust laws, such as market allocation, price fixing, and bid rigging. The US(...) Read More
  • Often, a bare majority of a Company's shareholders can approve a merger or acquisition, but minority shareholders who are against the potential merger may not believe they are getting paid a fair price for their shares. In order to protect these minority shareholders, many states provide for a(...) Read More
  • The assignment of intellectual property (IP) refers to the process by which ownership of work product created for an entity by an employee or consultant is transferred to the entity. This is usually achieved by having an employee or consultant sign an agreement that includes an explicit(...) Read More
  • Official inspections by an independent auditor help to provide investors with an accurate sense of a Company's financial health, and many venture investors require their portfolio companies to conduct annual audits to help ensure that they receive reliable financial reporting. In the United(...) Read More
  • An audit committee is a committee of board members to whom the board has delegated the responsibility of supervising accounting practices, financial reporting, engagement of external auditors, risk management policies, and regulatory compliance. U.S. companies are required to have an audit(...) Read More
  • The authorized share method is Delaware's default method of calculating annual franchise tax, based only on how many shares a Company has authorized in its charter. This method can be prohibitively expensive for a young startup with a lot of authorized shares and result in initial tax bills of(...) Read More
  • For a corporation organized under the laws of a US state such as Delaware, the certificate of incorporation sets forth the maximum number of shares that the corporation may issue of each class and series of stock, or its authorized shares. The authorized number of shares available to issue can(...) Read More
  • Basis points measure the variation in financial instruments, which often fluctuate in very small increments. One basis point is equal to .01%; therefore, 100 basis points are equal to 1%. For example, a yield that has increased from 3.33% to 3.46% has increased 13 basis points. Read More
  • A benefit corporation, sometimes called a “B Corp,” is a for-profit corporation that commits to create a material positive impact on society and the environment from the business and operations of the corporation. Like a traditional corporation, it pursues profit for the benefit of its(...) Read More
  • The bill of materials, or BOM, is a list of components to be used in fabricating a product. Including a precise BOM as a part of the supply agreement is highly recommended when you plan to rely on a Contract Manufacturer to procure raw materials and product components. This will help prevent(...) Read More
  • Board minutes are a product of each meeting of a company's board of directors, where one individual will be designated secretary of the meeting and will be responsible for preparing minutes (essentially written notes) memorializing the discussions by the board and setting forth any formal(...) Read More
  • Although the executive officers, such as the chief executive officer and chief financial officer, generally handle the day-to-day operations of the business, the board of directors is ultimately responsible for the management and oversight of a corporation. The board of directors should meet(...) Read More
  • Sometimes companies need a short-term cash infusion to get them enough operating capital to get to a point where they can raise a successful financing round or sell the company on more favorable terms. Some companies will raise a "bridge financing" that provides a "bridge" between their(...) Read More
  • Broad-based weighted-average anti-dilution protection is a type of antidilution protection provision for preferred stockholders that is found in the certificate of incorporation of many venture-backed companies. This protection is triggered in the event of a “down round” of series financing,(...) Read More
  • A burn rate is the rate at which a company goes through, or burns, cash to keep the business running. This gives a company an idea of how long it can survive without additional funding. Companies with high burn rates are more dependent on their ability to obtain additional funding and more(...) Read More
  • A business plan is a written description of the company's future; it is a formal statement of the business's goals, reasons they are attainable, and plan for reaching these goals. A business plan should include a business model, detailed information on your target market, financial projections(...) Read More
  • A buy-out is a contractual clause in which the company or other stockholders can buy out the equity of another stockholder. Usually this is triggered by a specified event, such as termination, death, or disability. The buy-out clause usually specifies a fixed price for the buyout, a formula to(...) Read More
  • For a corporation organized under the laws of a US state such as Delaware, the certificate of incorporation establishes the corporate entity, and corporate bylaws exist to provide more detail about the manner in which the business is governed and run on a day-to-day basis. The bylaws are(...) Read More
  • Most major companies and many smaller companies are treated as C corporations for US federal income tax purposes. Unlike entities subject to pass-through taxation, C corporations are directly liable for US federal income tax. As a result, income of a C corporation is generally taxed twice:(...) Read More
  • A capitalization table, or cap table, tells you "who owns what." A cap table can be summary in nature by grouping all holders into simplified buckets such as "founders" and "investors." or it may simplify identify how many shares of a given class or series of stock are outstanding without(...) Read More
  • Capital gain is a tax concept that refers to income realized by selling or disposing of a “capital asset” – generally, property held for investment, such as stock or real estate – at a price in excess of the seller’s tax basis in the asset. Tax basis generally corresponds to the original(...) Read More
  • Many legal contracts contain blanket statements but then provide for carve-outs that serve as exceptions and exemptions to general rules. For example, employees will often sign CIIAAs prior to starting their employment, but can list as "carve-outs" the inventions or intellectual property they(...) Read More
  • Also known as the articles of incorporation or a "charter," a certificate of incorporation is the founding document that establishes and organizes a corporation that is organized under the laws of a US state such as Delaware. It must be filed with the Secretary of State in whichever state the(...) Read More
  • A Chief Financial Officer (CFO) is the senior officer responsible for overseeing the financial activities of the entire company. Some of the most important duties of the CFO include implementing and supervising internal controls, monitoring cash flow, planning strategic financial decisions,(...) Read More
  • Most English-speaking nations have a common law- based legal system, meaning that laws can evolve over time as judges issue opinions and make decisions that interpret the law. Common law rights are individual rights that come from this "judge-made" law and are not formally passed by the(...) Read More
  • Common stock is a security that represents ownership in a corporation organized under the laws of a US state such as Delaware. Holders of common stock exercise control by electing a board of directors and voting on corporate actions, as outlined in the corporation's charter. Common(...) Read More
  • Also known as Proprietary Information and Inventions Assignment Agreements (or PIIAAs), Confidential Information and Inventions Assignment Agreements ensure that intellectual property and other proprietary rights created by employees during the course of their employment are assigned to the(...) Read More
  • A conflict of interest is a situation in which a person is in a position to derive personal benefit from actions or decisions made in their official capacity. A directors of corporations organized under the laws of a US state such as Delaware owes fiduciary duties of loyalty and care to the(...) Read More
  • A contract manufacturer (CM) is a third-party manufacturer of components or products for a company. This is a form of outsourcing. A company generally approaches a CM with a design or product and ask for pricing to manufacture based upon variables like processes, labor, tooling, and material(...) Read More
  • A conversion price cap is a type of provision often included in convertible securities such as convertible notes or Safes. It is used to determine the maximum price per share at which the convertible note or Safe will convert into capital stock at the time of the financing resulting in the(...) Read More
  • A convertible note is an investment vehicle often used to facilitate investing in a company prior to establishing a valuation. This may be desirable for many reasons, including cost, speed, and ease of taking in money on a rolling basis. Convertible notes are debt instruments, but most(...) Read More
  • Corporations are created, in part, because they allow stockholders to separate their own assets from the corporation's assets. Stockholders know they are only at risk of losing the money or assets they have invested in the corporation, and nothing more. If stockholders had to worry about(...) Read More
  • A covenant is an agreement to do or not do something in the future. Affirmative covenants are acts the agreeing party agrees to do (e.g., purchase insurance within a specified time frame) and negative covenants are acts that the agreeing party agrees not to do (e.g., not to engage in a(...) Read More
  • A data room is a space used for storing information such as contracts or corporate documents typically with the intent to share that information in a secure and/or confidential fashion with others (such as with a potential acquiror). A data room can be physical or virtual. Data rooms are often(...) Read More
  • The Delaware Annual Report must be filed online and consists of entering the Federal Employee ID Number, the corporation's physical address, names and addresses of officers, names and addresses of directors, and the name, title, and address of the person completing the filing. The franchise(...) Read More
  • The Delaware Franchise Tax is an annual tax paid to the Delaware Department of State by limited partnerships, limited liability companies, or corporations formed under Delaware law. For information on how this tax is calculated, see this article. Companies must pay these taxes by filing an(...) Read More
  • Dilution is a reduction in the ownership percentage of a share of stock caused by the issuance of new stock. Dilution can also occur when holders of stock options (such as company employees) or holders of other optionable securities exercise their options. When the number of shares outstanding(...) Read More
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  • A distribution in kind (or an “in-kind” distribution) is a distribution from a company to one or more of its owners in the form of property other than cash, such as securities or business assets. An in-kind distribution may have different tax consequences than a distribution of cash, even if(...) Read More
  • Drag-along rights enable majority stockholders to "drag along" minority stockholder shares in an acquisition. This right is often negotiated by investors so that they can sell a company through a stock acquisition even when minority stockholders do not want to sell their shares. Founders, who(...) Read More
  • Due diligence is a process where parties to a transaction, as well as their lawyers and accountants, review legal and financial documents relevant to the transaction prior to the finalization of a deal. For example, in the sale of a company, the seller will make pre-signing representations and(...) Read More
  • In US states such as Delaware, a "duly incorporated" company has properly filed for incorporation, has followed requirements for incorporated companies, and has documentation to evidence those activities. By contrast, a company could be defectively incorporated or organized if it has filed for(...) Read More
  • The duty of care is one of the fiduciary duties of corporate directors under the laws of US states such as Delaware, and it is violated when an action is taken or not taken on the basis of inadequate information or without following a reasonable process. For example, if a board of directors(...) Read More
  • The duty of loyalty is one of the fiduciary duties of corporate directors under the laws of US states such as Delaware, and requires that the interests of the company and stockholders be placed before personal interests. The duty of loyalty can be violated by actions that divert corporate(...) Read More
  • Equity is an ownership interest in the net value of a company. In accounting parlance, equity is the value of a company's assets minus its liabilities. In a corporation, equity is typically represented by one or more classes of stock. While equity is subordinate to debt, equity is entitled to(...) Read More
  • The European Economic Area (EEA) is made up of the countries that have agreed to the free movement of goods, persons, services, and capital with the other countries participating in the EEA Agreement, effectively creating a single European market that includes the countries of the European(...) Read More
  • In a term sheet for a private placement, M&A transaction or other transaction, there is commonly a requirement for temporary exclusivity that requires one or both parties to negotiate exclusively with the other for a limited time or under certain conditions so that the investment of resources(...) Read More
  • A board of directors can hold a meeting or a portion of the meeting with only non-employee directors, called an executive session. Because these sessions leave employee directors (including the CEO if the CEO is also a director) out of the discussion, they are typically used only to discuss(...) Read More
  • An executive summary is a one-to two-page summary of a business plan that will help potential investors understand a business. An executive summary, along with a business plan and a presentation (or "pitch deck"), will serve as the introduction to a business for investors deciding whether to(...) Read More
  • Every stock option has an exercise price, also called the strike price, which is the price at which a share can be bought. In the US, the exercise price is typically set at the fair market value of the underlying stock as of the date the option is granted, in order to comply with certain(...) Read More
  • The Federal Trade Commission (FTC) is an independent regulatory agency authorized by the Federal Trade Commission Act to protect consumers from anti-competitive business practices including but not limited to false advertising, predatory pricing, and monopolies.In addition, the FTC and the(...) Read More
  • A person owes another fiduciary duties when that person has control over a financial interest of the other. For example, the board of directors of a corporation organized under the laws of a US state such as Delaware owes stockholders of that corporation fiduciary duties because its decisions(...) Read More
  • A foreign corporation with respect to a US state is a corporation formed under the laws of another country or another state. To do business in a state that is not the state in which the corporation incorporated, the business must register and pay the applicable fees and taxes in the state in(...) Read More
  • "Full ratchet" refers to a type of anti-dilution protection for preferred stock in the event of a down round of series financing that adjusts the number of common shares the preferred shares can be converted into based on the new share price. This method recalculates the number of common(...) Read More
  • "Fully diluted" shares are the total common shares of a company counting not only shares that are currently issued and outstanding but also shares that could be claimed through the conversion of convertible preferred stock or through the exercise of outstanding options and warrants. The(...) Read More
  • "Good reason" is often defined in a double trigger vesting provision that accelerates an employee's vesting if the company is acquired and the acquiring company does something that gives the employee "good reason" to leave and to receive the accelerated vesting of unvested shares. A "good(...) Read More
  • Generic top-level domains (gTLDs) are the non-country-specific top level domains maintained by the Internet Corporation for Assigned Names and Numbers (ICANN), and the most popular include .com, .info, .net, and .org. ICANN is responsible for ensuring a stable and unified global internet,(...) Read More
  • The Internet Corporation for Assigned Names and Numbers (ICANN) is a nonprofit organization with oversight by the United States Department of Commerce that administers registries of internet protocol identifiers and domain name system (DNS) root registries. ICANN operates part of the DNS,(...) Read More
  • Illiquid stock is stock that cannot be sold for cash easily because it is not traded on a public market or in demand by other private investors. Often this means the stock can still be sold or traded but only with a significant discount compared to the potential value it may represent. Stock(...) Read More
  • An "incident response plan", or IRP, is an in-house plan consisting of a pre-made list of relevant contacts and tasks that need to be completed when there is a major incident, such as a data breach. An incident response plan needs to include the contact information for legal and other relevant(...) Read More
  • An independent contractor is a person or business engaged to provide goods or services to another person or business. Individuals acting as independent contractors are treated differently than employees for tax and labor law purposes.A worker might be appropriately classified as an independent(...) Read More
  • Infringement is the act of violating a law or right, and with respect to intellectual property, it is the act of using another's protected intellectual property without permission. Under US intellectual property law, infringement does not have to be intentional to create liability. Someone can(...) Read More
  • Intellectual property includes inventions, art, and other works of "intellect." Intellectual property can be protected under rights including but not limited to patents, copyrights, trademarks, and/or trade secrets. The purpose of intellectual property law is to give the creator of the(...) Read More
  • Intentional radiators are devices that emit radio frequencies, including radios and wireless routers, and are regulated by the Federal Communications Commission (FCC). Read More
  • Inter partes review is a way to challenge the validity of an issued US patent based on prior art patents or printed publications. This type of review became available in 2012, replacing a previous process called inter partes reexamination. Inter partes review can be a cheaper alternative to(...) Read More
  • This is the annual rate at which interest accrues on a promissory note or other indebtedness, as long as it is outstanding. The interest rate might be fixed at a certain percentage, or adjustable based on fluctuations in a benchmark interest rate index such as the London Interbank Offered Rate(...) Read More
  • Once a Patent Cooperation Treaty (PCT) application is filed, the applicant needs to select an International Search Authority (ISA) to perform a search of prior art and to issue a Written Opinion giving its opinion on the patentability of the claim as filed. Patent offices including the(...) Read More
  • An inventions assignment agreement is a typical feature of an independent contractor or employee agreement where the worker agrees to assign any intellectual property rights arising from the worker's services to the company. Employees typically see these provisions in a Confidential(...) Read More
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  • Joint inventor or co-inventor means any one of the individuals who invented or discovered the subject matter of a joint invention or discovery. More than one inventor can be named on a patent, and, in the United States, the concept is explicitly recognized in the US Code (U.S.C.). In the case(...) Read More
  • KISS ("Keep It Simple Security") is a term initially used by 500 Startups that describes short "open source" documents that have been drafted for use in early-stage private company financing deals. These documents are the result of multiple discussions with a number of Silicon Valley law firms(...) Read More
  • Licensing occurs when a person or company authorizes another person or company to make, use, or sell a specific product or item in exchange for money or other consideration (e.g., an inventor licensing her creation to a manufacturer to make and sell the creation in exchange for paying the(...) Read More
  • An LLC is a business entity that provides both limited liability and relatively flexible tax treatment. An LLC with more than one member generally is treated as a partnership (eligible for pass-through taxation) by default for US federal income tax purposes, but it can elect to instead be(...) Read More
  • A limited partnership is a partnership consisting of a general partner, who manages the business and has unlimited personal liability for the debts and obligations of the partnership, and one or more limited partners, who have limited liability but cannot participate in management.(...) Read More
  • A liquidation preference is a right that one class of stockholders may have to be paid ahead of other class(es) of stockholders in the case of a liquidation of the company.For example, in most venture-backed companies, the investors have a liquidation preference that allows the investors to(...) Read More
  • The maturity date is the date on which the holders of a promissory note or other indebtedness can demand repayment. Read More
  • The National Venture Capital Association (NVCA) is an organization that represents the US venture capital community. It advocates policies that encourage innovation and reward long-term investment, and is a resource for venture capital forms and data. To generate NVCA venture financing(...) Read More
  • A net operating loss (“NOL”) is a loss recognized in a period in which a corporation (including an LLC that has elected to be treated as a C corporation for US federal income tax purposes) has tax deductions in excess of its taxable income. This frequently occurs when a company has more(...) Read More
  • Non-qualified Stock Options (NSOs) are stock options that, when exercised, result in ordinary income under US tax laws on the difference, calculated on the exercise date, between the exercise price and the fair market value of the underlying shares. They are called "non-qualified" because(...) Read More
  • A noncompetition agreement provides that an employee cannot engage in business activities that compete against the company at which he or she works or worked. Often times companies require employees to sign an agreement regarding confidentiality and assignment of inventions (oftentimes called(...) Read More
  • Nonsolicitation is an agreement in which an employee or other party agrees to refrain from encouraging another party's employees or customers to change their relationship with the other party in a way that would disadvantage the other party. Nonsolicitation agreements may contain(...) Read More
  • This is a form that used by an employer to comply with California law requiring an employer to provide a written notice to employees of their discharge, layoff, leave of absence, or change in employment status. Read More
  • An offer letter is a letter given by a company to an potential employee that provides key terms of the prospective employee's employment.Key terms should include the position/title, name/position of supervisor, full-time or part-time work schedule, exempt/non-exempt classifications, duties,(...) Read More
  • Officers of a company have more formal responsibility and authority than rank-and-file employees and are responsible for the management and day-to-day operations of the company. In US companies, officers are elected by the board of directors, and usually consist of a president and/or a chief(...) Read More
  • An option grant is a right to acquire a set number of shares of stock of a company at a set price. In US companies, an option grant is typically awarded to an employee, advisor or other individual who performs services for the company, and the option can be exercised during the term of service(...) Read More
  • An option pool is a number of shares of stock reserved for issuance to service providers of a company pursuant to options and other equity incentives. Providing options to service providers is a way to attract talented employees in a startup because the holders of options can share in the(...) Read More
  • The organizational meeting is an initial meeting in which the basic organizational formalities of a corporation organized under the laws of a US state such as Delaware are determined. It is often not held in person but instead documented through unanimous written consent of the company's board(...) Read More
  • Outstanding shares refers to the number of shares of a corporation that have been issued and remain outstanding at a given time. This number cannot be greater than the number of authorized shares. Practices vary, but for US companies we typically issue between 5 and 10 million shares to the(...) Read More
  • Under US federal income tax law, the income and losses of some entities are “passed through” (also described as “flowing through”) to their owners. In other words, the income and losses are subject to US federal income tax as if they were earned directly by the entity’s owners, rather than the(...) Read More
  • A pitch deck is a presentation deck that is used to pitch your idea or company to any number of audiences, generally investors. One of the single most important aspects of creating an effective pitch deck is to organize it based on the audience and forum to which it is being presented. Several(...) Read More
  • Post-money valuation is a term used widely in private equity and venture capital financing negotiations, and refers to the valuation of the company following a financing transaction. With limited exceptions, the pre-money valuation plus the amount invested in a financing equals the post-money(...) Read More
  • Pre-money valuation is a term used widely in private equity and venture capital financing negotiations, and refers to the valuation of the company prior to a financing transaction. With limited exceptions, the pre-money valuation plus the amount invested in a financing equals the post-money(...) Read More
  • Preferred stock is a security that represents ownership in a corporation, like common stock. In addition to the ownership interest, preferred stock has rights that common stock does not. For example, in US venture-backed companies, preferred stock typically carries a liquidation preference,(...) Read More
  • A Delaware public benefit corporation (PBC) is a for-profit corporation intended to produce a public benefit and operate in a responsible and sustainable manner. Unlike traditional corporations, a PBC must consider its public benefit purpose and interests of those materially affected by the(...) Read More
  • A public company is a company with public ownership and has shares that trade on a public market. Because it is public it is required to meet the Securities and Exchange Commission's strict filing requirements for public companies. A public company's shares typically are initially issued(...) Read More
  • A public offering is a sale or equity shares or debt securities by an organization to the public in order to raise funds for the company. Public offerings of corporate securities in the US must be registered and approved by the Securities and Exchange Commission (SEC) and are normally(...) Read More
  • A purchase price adjustment is a calibration of purchase prices based on metrics (often financial metrics), such as working capital as of the closing. The adjustment is designed to allocate the risk of changes to the metric to one party or the other. Depending on the deal, a purchase price(...) Read More
  • A corporation (or LLC that has elected to be taxed as a corporation) may elect to be taxed as a pass-through entity for US federal and certain state income tax purposes if it meets certain eligibility requirements. They include: (i)        having no more than 100 stockholders, all of whom(...) Read More
  • An acronym that stands for "Simple Agreement for Future Equity” Safe is a term initially coined by Y Combinator that describes short “open source” documents that have been drafted for use in early-stage private company financing deals. The purpose of Safes is to save founders and investors(...) Read More
  • A secondary sale is the sale by an existing stockholder of shares in a private company to a third party that does not occur in connection with an acquisition of the company. When a lot of secondary sales happen together as part of the same transaction, it is sometimes referred to as a(...) Read More
  • The Secretary of State for a US state is generally that state's chief elections officer, chief corporations officer, and supervisor of state archives. The Secretary of State works to enhance government transparency and to institute financial safeguards by registering and authenticating(...) Read More
  • If you earn shares through vesting by remaining with a company, the United States Internal Revenue Service treats that equity as taxable income as it vests if it is worth more than you initially paid for it. If you exercise options prior to full vesting, or if you receive shares of restricted(...) Read More
  • The Securities Exchange Act of 1934, also known as the Exchange Act of 1934 or the 1934 Act, authorized the formation of the Securities and Exchange Commission (SEC) to regulate the aftermarket for securities through regulation of the securities themselves, markets, and financial(...) Read More
  • Security interest accompanies secured debt. A security interest is granted in assets of a debtor, and allows the holder of the security interest to take control of or claim ownership in the assets if the debtor fails to meet specified obligations set forth in the agreements governing the debt(...) Read More
  • Series FF Stock is a hybrid between common stock and preferred stock. Corporations sometimes issue Series FF Stock to founders at the time of incorporation in order to facilitate sales of stock by founders in connection with future equity financings. The shares mostly have the same attributes(...) Read More
  • "Series financing" refers to the rounds of equity venture capital financing that startup companies rely upon for investment. The stages of series financing typically include Series Seed, Series A, Series B, Series C and so on. A Series Seed or Series A round is typically the first round of(...) Read More
  • A service agreement governs the provision of services by an individual (other than an employee) or entity to another party. Organized maintenance of these documents is recommended. Copies of existing service agreements may be requested by potential investors and acquirers. Read More
  • A service provider is an individual or entity that provides services to another party. The provision of services between a service provider and a company is typically governed by a service agreement.Examples of potential service providers for a company are advisors, individual consultants, law(...) Read More
  • A device that emits radio waves as a consequence of its operation, including any device with a processor clocked at more than 9 kHz or more, TV and radio receivers, and many computer peripherals, even if they do not contain processors. Read More
  • Venture capital (VC) is a form of private equity and a type of financing that investors provide to startup companies and small businesses that are believed to have long-term growth potential. Read More

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