Corporate Cleanup

From day one, Ian Stock was the natural outside lawyer for us. His international background and extensive start-up experience made him the perfect choice. He was a great help during our negotiations with VC and Angel investors, helped guide us through the financing process and ensured that our agreement terms were fair to all parties.

We were sufficiently impressed with what Ian did for us as our business lawyer to invite him to join our Advisory Board. His advice from the trenches, his commercial common sense and his international instincts were invaluable to us. Ian’s top-tier startup exposure at Wilson Sonsini makes him a great choice for growing technology companies dealing with complex international legal issues.

Thomas Meehan-Ritter
Co-Founder and Former President, Amikai, Inc. (Google, Blackrock)

Any start-up must concentrate its resources on product development, marketing and sales, without which there can be no business.

With so many other crucial tasks to be performed, there is a built-in tendency to cut corners in corporate records.

When the company is in a position to clean up its corporate records, I can help. Perhaps cash flow is finally positive, perhaps investors have come in and asked for a little house cleaning.

Or perhaps the company needs to be readied for its IPO or a sale of its business. The corporate record loose ends need to be tidied up, so that the company can offer a clean, well-ordered entity to the market or to its buyers.

I can help.

What corporate records? Without attempting to be exhaustive, clean-up is often needed for Shareholders’ meeting minutes, as well as for the following Board minutes and contracts:

concerning issuance of stock to the founders
concerning the option plan and grants
concerning the appointment of Board and Advisory Board members
concerning company investor financing
concerning company commercial financing
concerning major company transactions with customers or other strategic partners
N.B. Option or restricted stock grant documentation almost always needs some sort of clean-up.

Corporate Secretary
In an established company, a company officer, often its General Counsel, supervises the Corporate Secretary functions. Before a GC is on board, the Corporate Secretary functions still need to be performed.

Which is where I can help.

I can maintain your corporate records from day one, or maintain them after cleaning them up for you. The Corporate Secretary function includes:

Maintaining and cleaning up minute books
helping ensure compliance with corporate governance principles
preparation with management of materials to be submitted to the Board and its Committees for consideration at meetings
preparation of the minutes of Board and Committee deliberations. Option grants and restricted stock grants need Board minutes, to give just one example
managing the Board actions and corporate records of subsidiaries
Commercial Debt
Commercial debt finances the purchase of equipment and tools, product development efforts, and business expansion generally. Unfortunately, it is typically only available to companies with an established revenue base, but do check with your bank. Obtaining commercial debt financing is worth it!

For many years in Silicon Valley, bank loans have been less visible than venture capital. But in real terms, at least in the absence of an IPO exit, they tend to cost founders less than VC equity. This is because the return paid to VCs on the sale of the company, the key preference of the VCs’ preferred stock, adds up to significantly more than the company would pay in interest to a bank over the life of a commercial loan.

In addition to bank loans, the following fit under the general rubric of Commercial Debt:

Equipment lease financing
Factoring your receivables
Export letters of credit