From Seed to Sale covers the legal essentials to building a startup. Part 11, which covers troubled and distressed startups, including dealing with creditors, fiduciary issues, financing terms, sales, insolvency and bankruptcy proceedings, tax and more. Our speaker is Silicon Valley startup attorney Roger Royse 

California 2026 Billionaire Tax Act (A.G. File No. 2025‑024, Initiative No. 25‑0024)

A one‑time 5% wealth tax on individuals with more than $1 billion in net worth. 

To finance Medi-Cal which is projected to lose federal funding

Will be on the November 2026 statewide ballot if enough (874,641) signatures are collected. 

The tax would be retroactive, applying to residents who qualify as billionaires as of January 1, 2026

Part 10 covers mergers and acquisitions for startups, including deal process, structure, negotiation, compliance, tax and more. Our speaker is Silicon Valley startup attorney Roger Royse, moderated by Bob Karr of LinkSV.  

Montana's "Right to Try" law, recently expanded by 2025 Senate Bill 535, allows access to experimental treatments that have completed Phase I FDA clinical trials, moving beyond the traditional requirement of terminal illness. The new law establishes a licensing framework for specialized "experimental treatment centers" to provide these therapies and collects 2% of these centers' net profits to fund access for other Montana residents. This expansion aims to increase access but also raises concerns about safety oversight and the potential for adverse events given the limited testing of these drugs. 

Key Aspects of Montana's Right to Try:

• Expanded Eligibility:
• Unlike many Right to Try laws, Montana's statute does not require patients to have a life-threatening illness, allowing access for any condition. 
  
  
  
• Experimental Treatment Centers:
• A licensing system is in place for facilities that specialize in providing these treatments. 
  
  
  
• Funding Mechanism:
• Licensed centers must dedicate 2% of their annual profits to improve access for Montana residents. 
  
  
  
• What Qualifies:
• An "experimental treatment" is an investigational drug, biologic, or device that has successfully completed Phase I of clinical trials but is not yet fully FDA-approved. 
  
  
  

Purpose and Potential Implications:

• Increased Access:
• The law is designed to provide more Montanans with access to new and unproven therapies. 
  
  
  
• Medical Tourism Hub:
• By removing some traditional restrictions, Montana is positioning itself as a destination for patients seeking these treatments. 
  
  
  
• Safety Concerns:
• Critics have raised alarms that allowing treatments after only Phase I trials poses significant risks, as severe side effects may only be discovered in later phases. 
  
  
  
• Regulatory Oversight:
• While a framework for licensed centers is being established, the specific details of safety and reporting mechanisms are still developing. 

From Seed to Sale covers the legal essentials to building a startup. Join us on August 20 from 12:00 to 1:00 pm PST for Part 5, which covers contract law for startups, including basic commercial agreements, regulatory concerns, tax considerations and more. Our speaker is Silicon Valley startup attorney Roger Royse, moderated by Bob Karr of LinkSV.  

We discuss the provisions of OBBBA that most affect startup companies

From Seed to Sale covers the legal essentials to building a startup. Join us on May 21 from 12:00 to 1:00 pm PST for Part 2, which covers capitalization, including founders stock, IP, advisors, early investment, tax considerations and more. Our speaker is Silicon Valley startup attorney Roger Royse, moderated by Bob Karr of LinkSV.  

The Bureau of Economic Analysis (BEA) requires various filings related to foreign direct investment (FDI) in the United States and U.S. investment abroad. Here are some key filings:

• BE-13: Required when a foreign entity acquires at least 10% voting interest in a U.S. business or establishes a new legal entity in the U.S.
• BE-605: A quarterly survey for U.S. affiliates with assets, sales, or net income exceeding $60 million.
• BE-15: An annual survey for U.S. businesses owned or controlled by foreign entities.
• BE-12: A benchmark survey for U.S. businesses with foreign ownership of 10% or more.
• BE-10: A benchmark survey conducted every five years to collect data on U.S. investment in foreign entities.

Each filing has specific deadlines and requirements. You can find more details on the BEA website.

In this episode of the 10,000 Startups podcast, the discussion revolves around the legal troubles that startup companies face, focusing primarily on issues related to due diligence, potential fraud, and the missteps that can lead to significant repercussions during financing or acquisition processes. The guest, Sherine Ebadi, Managing Director of Forensic Investigations and Intelligence at Kroll, shares her insights drawn from years of experience as a forensic investigator and a former FBI agent.

The conversation kicks off by highlighting recent high-profile fraud cases involving startups such as Theranos and FTX. Despite the staggering consequences, the behavior of founders committing such fraud often stems from an exaggerated sense of confidence in their capabilities, which can lead to reckless decisions when facing existential setbacks. Ibadi points out that many founders begin with innovative ideas but may take a downward spiral into unethical practices when encountering challenges.

The discussion then shifts to the importance of due diligence in startups and the preliminary triggers that lead to investigations, such as anomalies in financial records or whistleblower alerts. Ibadi suggests that many startups lack proper financial controls and governance, making them susceptible to fraud. She emphasizes the necessity for startups to establish robust financial frameworks early on, as poor governance can spiral into significant troubles as the company grows.

Moreover, the conversation underscores the crucial aspect of trust and transparency in investor relations. Founders frequently rely on their close circle, including reputable board members, to foster trust among potential investors, which can lead to less scrutiny over financial practices. Understanding the nuances of the business and being able to articulate complexities in simple terms are fundamental in preventing instances of fraud.

Finally, startups and investors alike should discern between legitimate businesses and potential fraudsters by conducting comprehensive due diligence and fostering open communication. Both parties agree that while mistakes can be rectified, once fraud is involved, it can tarnish reputations permanently.

A ruling on the FDA laboratory test rule

San Francisco sues another gig economy business for employee misclassification 

California PAGA claims

The DOJ disbands its crypto currency unit

A new Federal data security rule

The Tax Cuts and Jobs Act extension moves forward

Nuan Zhang is a venture capitalist with a diverse background in the technology and investment sectors. Nuan is responsible for sourcing and evaluating investment opportunities, conducting due diligence, and providing strategic guidance to portfolio companies. She works closely with founders to help them scale their businesses and achieve sustainable growth.

We discuss the new tariffs imposed by the US government, including a tariff on steel and aluminum products from all countries, as well as additional tariffs on imports from China and a partial suspension of tariffs on imports from Canada and Mexico. The experts, Ed Lebow and Colin Cox from the law firm Haynes and Boone, provide an overview of how tariffs work, who pays them, and the potential impacts on businesses and consumers. They also discuss the retaliatory tariffs imposed by other countries in response to the US actions, the challenges around determining product origins, and the strategies companies can use to navigate the new tariff landscape. #tariff

Neil Wertlieb is the former General Counsel and a retired partner from Milbank LLP, a leading international law firm, where he worked for over two decades, from 1995 to 2016 (as Partner) and from 2022 to 2024 (as the firm’s first-ever General Counsel). Based in Milbank’s Los Angeles office, Mr. Wertlieb’s legal practice focused on business transactions, primarily acquisitions, securities offerings and restructurings. Mr. Wertlieb is an Adjunct Professor at UCLA School of Law, where (since 2002) he teaches a transaction skills course of his own design, which includes deal-making, negotiation, contract drafting and ethics. Mr. Wertlieb is also Senior Advisor, Milbank@Harvard at Harvard Law School Executive Education, a professional development education program that provides attorneys with immersive week-long programs to build leadership and business skills. The Milbank@Harvard curriculum includes intensive, interactive courses on finance and accounting, leadership and team management, strategy, marketing, negotiations and macroeconomics. Mr. Wertlieb is also a Visiting Lecturer at UC Berkeley School of Law, where he teaches transaction skills. He has also taught similar courses at USC Gould School of Law, UC Irvine School of Law, and Santa Clara University School of Law. For more information about Mr. Wertlieb’s transaction skills course, click here. https://wertlieblaw.com/about/

Summary
In the latest episode of the “10,000 Startups Podcast,” host Roger Royse delves into the phenomenon of “DExit,” referring to the trend of companies relocating their incorporation from Delaware to other states, primarily Nevada, Texas, and Wyoming.

In this episode we discuss VC trends and expectations of 2025 and a discussion of the micro VC. 

Connecting People, Capital & Companies - 

Pulse of the Valley newsletter - Free trial - fundings, investors, executives    

Flexible Fundraising for startups

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Haynes Boone Associates Kayla Cristales and Luke Nguyen discuss the FDA’s recently issued Final Rule changing the Agency’s longstanding enforcement policy on Laboratory Developed Tests (LDTs).

Yes@svventuregroup.com 
Jordan helps startups and partners with investors to build, grow, fundraise, scale, & achieve through operations, partnership, fundraising, business development, and team leadership - for the USA, MENA, Dubai, KSA, South America, Denmark, S. Korea and some EC economies.

As an experienced leader, advisor, and mentor, Jordan assists or leads in business operations, business development, org transformation, customer management, PMO, and team growth. 

As an innovative change agent in Technology, ENT SW, IoT, Smart Home, AI, FinTech, HealthTech, Jordan is able to provide for scaling, growth, and business needs through commitment, network, and skills to create, build, operationalize, and guide you through your journey.

Key areas,
- Start-up Operations, Growth, Valuation, Due Diligence, and more
- AI, Smart City and IoT 
- Operations: Strategy, Global/local, Planning, & Execution
- Product and Service Delivery
- Customer Service, Support, and Retention
- Team building and org structure
- Program, Product, & Project Management
- Product Life Cycles Management
- Business Process Development & re-Engineering 
- Product development – Hardware, Software, Tool & Services Products

In Gifford v. Sheil, Sydney Nicole Gifford sued fellow Alyssa Sheil for infringement based on Sheil’s alleged copying of her social media elements. Michael J. Lambert discusses the case. He is an associate in the Intellectual Property Practice Group in Haynes Boone’s Austin office. He focuses on media, entertainment, intellectual property, and First Amendment litigation. Recognized by Best Lawyers as “Ones to Watch” (2023-2024), Michael has represented a wide range of clients in state and federal trial and appellate courts. Outside of court, he counsels clients on defamation, privacy, access, and newsgathering matters and advocates for legislative reforms advancing press freedoms. He also writes and speaks publicly about First Amendment, internet law, and anti-SLAPP issues.

Yesterday President Trump announced a $500 billion project (Stargate) that will accelerate the development of AI in the USA.  Coincidentally, the California Attorney General last week issued legal advisories reminding consumers of their rights, and advising businesses and healthcare entities who develop, sell, or use artificial intelligence (AI) about their obligations under California law. Although AI technology is developing rapidly, entities must comply with existing California laws, as well as new laws that went into effect on January 1, 2025. The first legal advisory advises consumers and entities about their rights and obligations under the state’s consumer protection, civil rights, competition, and data privacy laws; the second advisory provides guidance specific to healthcare entities about their obligations under California law. The advisories provide guidance but are not intended to be comprehensive and do not identify all laws that may apply to the development and use of AI. 

Elon Musk: "The reason I'm in America along with so many critical people who built SpaceX, Tesla, and hundreds of other companies that made America strong is because of H1B."

Representative Ro Khanna: "...the H-1B program has been abused."

Senator Bernie Sanders: "The main function of the H-1B visa program and other guest worker initiatives is not to hire 'the best and the brightest,' but rather to replace good-paying American jobs with low-wage indentured servants from abroad."

Annie Lawson advises corporations, partnerships, LLCs, and tax-exempt organizations on a variety of business planning and tax issues as well as the federal and state tax aspects of mergers and acquisitions. She assists clients with structuring new business ventures or restructuring the existing form to create efficiencies or prepare for sale. Annie is also a member of the Haynes Boone tax controversy team.

Brady leads investor/partner relations for more than 2,500 individual Vint clients and partners though Vint's retail division and capital markets team. Previously, Brady has held client-facing roles related to stakeholder engagement, consumer credit, and direct sales. He was a Don Lavoie Fellow in Political Economies at the Mercatus Center, George Mason and is a graduate of Loyola University Maryland with a degree in rhetorical studies and philosophy. 

Experience working directly with HNW clients, C-suite, and advisors. Internal Qualified Small Business Stock (QSBS) and IRC Sections 1202 and 1045 SME.

Nine out of ten startups that raise capital will shut down, but no one wants to deal with the process. Information and simplicity are the most critical when a founder finds themselves in a difficult situation and needs as much support as possible.

SimpleClosure helps startups shut down with software that can automate the process, saving hundreds of hours of work and tens of thousands of dollars.

ach Prince’s practice encompasses all areas of government contract law. Zach counsels domestic and international clients on a wide range of issues, including compliance with federal and state regulations and statutes, bid protests, contract and subcontract drafting and negotiations, contract changes, claim preparation and disputes, cost allowability and cost accounting standards, price and cost reasonableness, export controls and national security issues, government audits, subcontractor management and disputes, due diligence for mergers and acquisitions, cybersecurity, grants and cooperative agreements, and protecting intellectual property rights when contracting with the government. His clients range from the largest traditional defense contractors, to small businesses, to non-traditional government contractors including commercial technology companies.

Zach is regularly engaged to support acquisitions. He has conducted diligence relating to Federal, state, and international government contracts, export controls, and national security risks in support of a variety of transactions. Such acquisitions include technology companies, service-providers, electronics manufacturers, and aerospace companies. The size of these deals has ranged from tens to hundreds of millions of dollars and include public companies.

Zach has experience litigating contract disputes in federal and state courts, before administrative bodies, and in national and international arbitral for a, including before the Armed Services Board of Contract Appeals, the Civilian Board of Contract Appeals, the United States Government Accountability Office, the United States Court of Federal Claims, the United States Court of Appeals for the Federal Circuit, the United States Court of Appeals for the Fourth Circuit, Virginia state courts, the United States Court of Appeals for the District of Columbia, and D.C. Superior Court.

Zach served as a law clerk for the Honorable Mary Ellen Coster Williams of the United States Court of Federal Claims. He is a Professorial Lecturer in Law at the George Washington University Law School and regularly lectures and writes on matters relating to government contracts. He is a member of the American Bar Association Section of Public Contracts Law, and currently serves as a Co-Chair on the Battlespace and Contingency Contracting Committee, and as a Vice-Chair on the Commercial Products and Services Committee and Intellectual Property Committee.

Tony Mancini, CPA and I discuss the state of taxation of tech startups today including defending R&D credits on audit, surprising results of the 174 deduction, net operating loss limitations and the employee tax credit

Roger Royse discusses the securities law exemptions that startups most commonly rely on - Rule 506(b) and 506(c) 

Powerhouse lawyer Kit Addleman advises public companies, officers and directors, investment advisors, private funds and broker-dealers concerning securities investigations.  She has successfully defended clients in civil and criminal investigations and litigation by the Securities and Exchange Commission and Department of Justice, advised clients on compliance with securities regulations and conducted internal investigations of suspected securities violations. Kit’s experience serving in four different regional offices over her 20 years in senior management at the SEC allows her to deftly advise clients at Haynes Boone, where she serves as chair of the firm's SEC Enforcement Practice Group and is a prominent member of the Government Enforcement and Investment Management Practice Groups.

Many of Kit’s biggest successes have involved defending allegations of accounting and financial fraud, insider trading, private funds and investment advisor fraud, and Foreign Corrupt Practices Act violations. Clients note that Kit is “rare in her securities specialty and one of the top enforcement lawyers in that area,” that her “SEC experience is incredibly valuable," and "bringing her in gives us an edge on very complex regulatory issues and the practical business implications," Chambers USA 2020 (Chambers and Partners). Every year since 2016, Kit has been the only lawyer in Texas ranked for Securities: Regulation: Enforcement (Nationwide) by Chambers USA.

Brent Owen is a partner in the Litigation Practice Group in Haynes Boone’s Denver office.

His practice focuses on high-stakes trial work in both state and federal courts before judges and juries and in arbitration tribunals.  Brent’s litigation practice emphasizes energy litigation, complex commercial disputes, construction disputes, and environmental claims.  An experienced first-chair trial lawyer, Brent has been retained on the eve of trial to help clients change the dynamic and obtain a favorable result.  He also often lectures and writes on evidentiary issues, and is a member of Colorado’s Civil Rules Committee. 

Han’s career in venture capital started in 2009 and has spanned at VantagePoint and Formation 8, where he was the first hire on the investment team. He led and/or contributed to the investment in Motive Drilling (acquired by Helmerich & Payne), Lucid (acquired by Acuity), Comfy (acquired by Siemens), Oculus (acquired by Facebook), Taxon (acquired by DuPont), and AlertMe (acquired by British Gas). Earlier in his career, Han worked for Rohm and Haas Company, the largest US specialty chemical company, where he was credited as key inventor of four US patents.

Han has served on the board of multiple portfolio companies including BorderX Lab, Sweet a Little, Motive Drilling, and Grabit, and has closely advised entrepreneurs in building a startup from the ground up. He received the title of “Honorary Employee” (with badge #36) from one of his current portfolio companies to recognize the instrumental role he has played.

Han earned his bachelor’s degree from Nanjing University, Ph.D. from the University of Chicago, and MBA from The Wharton School of The University of Pennsylvania. In addition, Han holds a private pilot license issued by the US FAA and was the Dignitary Champion of International Cherry Pit Spitting Competition in 2002.

a short description of the most common merger structure

Since opening our Shanghai office in 2013, Liza Mark has concentrated her practice in private equity investments, securities, and cross-border M&A. With more than 20 years of experience at law firms in the U.S., Hong Kong, and Shanghai, Liza is eminently qualified to help her clients fulcrum between the different legal and business environments of these three countries.

Private equity clients seek Liza’s advice in their cross-border investments and M&A activities in the U.S. and Europe. She is adept at structuring transactions that make both commercial and legal sense when working across multiple jurisdictions.

Liza also represents investors, issuers, and investment banks/financial intermediaries in financing transactions, including equity and debt public offerings and cross-border private placements in Hong Kong, India, and the U.S. She is experienced in private placements of debt and equity securities, Asian in-bound equity offerings, Rule 144A offerings, medium-term note programs, SPAC acquisitions, PIPEs, and Hong Kong IPOs.

Foreign private issuers turn to Liza to handle their securities offerings in the United States and the Hong Kong markets. She also advises clients regarding corporate governance and U.S. public company securities law reporting and compliance.

Liza has deep experience in the clean technology, energy, transportation and logistics, and environmental, social, and governance (ESG) impact industries, and many of her client relationships span decades. Clients value her straightforward, strategic counsel that reflects legal as well as commercial considerations. She is sensitive to jurisdictional differences, and can explain and contextualize them to clients. Operating across disparate legal systems, Liza structures transactions and offers day-to-day advice to clients to help them achieve their business objectives.

Liza is a board counsel of the American Chamber of Commerce in Shanghai and serves on the board of advisors of the George H. W. Bush Foundation for U.S.-China Relations and is a board member of the Asian Chamber of Texas.

Peter A. Halprin is a partner in the Insurance Recovery Practice Group in Haynes Boone’s New York office. Peter is a Chambers USA-ranked attorney, described as having “a standout reputation for his expertise in policyholder representation,” with one source noting he “goes above and beyond for his clients and is a force for good in the industry.” (Chambers USA, Chambers and Partners, 2023-2024)

Peter is well-known for his work with high-value claims concerning issues such as business interruption, cybersecurity and wrongful death suits.

Over the course of his career, Peter has arbitrated, litigated, and mediated claims recovering hundreds of millions of dollars in insurance proceeds, involving a broad range of insurance policies, including Boiler & Machinery, Builder’s Risk, Cast Insurance, Commercial Crime, Cyber, Directors & Officers (D&O), Employment Practices Liability (EPL), Errors & Omissions (E&O), Event Cancellation, Fidelity, General Liability (GL), Hospital Professional Liability (HPL), Inland Marine, Kidnap & Ransom (KKR), Marine Cargo, Media Liability, Performance Disruption, Pollution Legal Liability (PLL/EIL), Products Liability, Property, Reps & Warranties (R&W), Technology E&O, Trade Credit, and Workers’ Compensation.

His global client base spans diverse industries, including entertainment, financial services, government, healthcare, hospitality, professional services, private equity, and real estate.

Peter also drafts coverage analyses and correspondence and advises captive insurance companies regarding reinsurance recoveries. In this area, Peter has recovered hundreds of millions of dollars in reinsurance proceeds for captive insurance companies.

Peter acts as counsel for U.S. and foreign companies in domestic and international arbitrations, including both ad hoc (ARIAS, Bermuda Form, London) as well as institutional (AAA, ICC, ICDR, JAMS, LCIA) arbitration forums. He has served as both party-appointed and sole arbitrator and is a Member of the AAA National Roster of Arbitrators, the AIADR's Presidential Panel of Arbitrators, the ARIAS Asia Panel of Arbitrators, the CPR Institute's Distinguished Panels of Neutrals (including the Insurance-Policyholder Coverage Panel), and the Singapore International Arbitration Centre's Reserve Panel of Arbitrators.

Peter is an active writer and speaker, appearing frequently at national conferences and on podcasts. With nearly 400 writings and press appearances, his work has appeared in, among others, Law360, Business Insurance, Bloomberg, Claims Journal, Mealey's, New York Law Journal, Practical Law, Thomson Reuters, and The Wall Street Journal. He has also contributed to or been recognized for his efforts contributing to such leading treatises as A Practical Guide to Cyber Insurance for Businesses, New Appleman Sports and Entertainment Insurance, Liability Insurance in International Arbitration and Environmental Liability and Insurance Recovery.

Peter lives in Greenwich Village and is the proud father of twins. He also is an Adjunct Professor of Law at Benjamin N. Cardozo School of Law.

Nikhil is a Partner in Corporate practice at Trilegal. He has a fairly diverse practice portfolio encompassing mergers and acquisitions, venture capital (equity and debt), private equity, joint ventures, general corporate advisory, external commercial borrowing, debt syndication and structured debt. He also specialises in structuring transactions to ensure compliance with foreign exchange regulations, corporate laws and tax efficiency based on appropriate advice from tax advisors.

Jon M. Garon is Professor of Law and Director, Goodwin Program for Society, Technology, and the Law at Nova Southeastern University Shepard Broad College of Law. Professor Garon is a nationally recognized authority on technology law and intellectual property, particularly copyright law, entertainment and information privacy. A Minnesota native, he received his bachelor’s degree from the University of Minnesota in 1985 and his juris doctor degree from Columbia University School of Law in 1988.

Andrea Starrett is a Certified Specialist in Estate Planning by the California Bar with a Master’s Degree in Taxation. Starrett Law clients are founders and executives of California's most well-known companies, and families with extensive real estate holdings. Using trusts, entities, and gift and sale transactions, Andrea structures the responsible transfer of wealth to the next generation to minimize transfer taxes, including estate and gift taxes, property taxes, and income taxes. Pre-IPO Wealth Planning | Liquidation Event Planning | Planning for Young Families | Property Tax Planning | Family Business Succession | Charitable Planning | GRATs | CRTs | IDGTs | Family Dynamics Planning | Trust Administration | Probate | Estate & Gift Tax Return Filing

rin (Nordby) West Cybercrime and Crypto Expert, International Educator, Prosecutor with REACT Task Force, Santa Clara County. Prosecutor to REACT -- Santa Clara County's elite high tech investigative force -- who has taken down international SIM swappers, disrupted fraudulent call centers abroad and now is actively working to combat the romance investment scammers known as pig butcherers. Erin assists victims and is a resource to state and local law enforcement eager to enter the cryptocurrency investigation arena.

Derek Khanna is the former lead counsel to the Digital Chamber and a political commentator and columnist. He has written for the Washington Post and The Guardian, maintains a blog with Forbes, and is a regular contributor with The Atlantic, National Review Online, Human Events and Politix. He is also an adviser and board member to several technology start-ups. He was listed on Forbes's 2014 list of 30 under 30 for law in policy for his work on technology policy and the successful phone unlocking campaign which resulted in the Unlocking Consumer Choice and Wireless Competition Act (S. 517/ P.L. 113-144) passing Congress and being signed into law by President Obama on August 1, 2014.

This episode compares where the candidates are or likely will be on tax policy as it relates to startups
https://www.haynesboone.com/people/r/royse-roger  https://rogerroyse.com/

Larry Shosid is a partner in the Corporate and Real Estate Practice Groups in Haynes Boone’s Dallas office.

His practice focuses on mergers and acquisitions, securities offerings, general corporate representations, partnerships, international transactions, lending and investments, and various real property and energy transactions. Larry also counsels clients on antitrust compliance matters, including filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

This week's episode covers equity compensation in start up companies

Petra Loer is a member of the Valuation Services Group at Andersen. Her experience includes the valuation of closely held businesses, business interests, intangible  assets, intellectual property, debt instruments, and derivatives. These engagements span a variety of purposes, including financial reporting, tax planning and reporting, mergers and acquisitions, litigation support, strategic planning, and restructuring.

Truman Roe is the CEO of Tru Technical Partners, Inc. an outsourced CIO that guides technology advancement for your company and helps companies compete and protect data from cyber criminals and provides 24/7 IT services to businesses in the San Francisco Bay area. https://trutechnical.com/

Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, domestic and international tax, mergers and acquisitions, and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. https://www.haynesboone.com/people/r/...  https://rogerroyse.com/

This episode discusses the recent Supreme Court case of Loper Bright Enterprises v. Raimondo and what it means for startup companies

Ed Lebow has been skillfully representing clients in international trade cases for more than 30 years. They often comment that his approach is exceptionally business-oriented, cost-effective and targeted. Through years of providing insightful counsel to both domestic and foreign companies, Ed has developed a broad and comprehensive perspective, which he brings to his clients’ business needs. Ed is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory.

Colin Giuseppe Cox is an associate in the International Practice Group of Haynes and Boone and is licensed to practice in both Florida and Texas.
His practice focuses on a variety of international corporate matters and cross-border projects, including cross-border investments, financing, project development, and negotiations. He regularly assists clients in domestic and international mergers and acquisitions, private equity, and capital market transactions.

Kelly Bufton is a senior counsel in the Real Estate Practice Group in the Chicago office of Haynes and Boone.

He has represented clients on both sides of every kind of transaction in the real estate industry. He has represented landlords and tenants, sellers and buyers, lenders and borrowers, and developers and investors.

Kelly’s practice focuses on all types of real estate transactions, including development projects, finance transactions (on behalf of lenders and borrowers), acquisitions and dispositions, joint venture agreements, and leases, among other matters.

SRS Acquiom provides an in-depth analysis of the current M&A climate and deal terms regarding earnouts, purchase price adjustments, and the strategic use of escrows. Whether you’re a seasoned M&A professional or new to the field, this episode offers valuable insights to help you navigate the complexities of today’s M&A environment.

Is Delaware a better place to incorporate than Nevada? What is the difference and why do VCs insist on Delaware?

Hon. Robert Foiles (Ret.) joined JAMS after serving nearly 27 years on the San Mateo County Superior Court. As a two-time presiding judge and prior settlement judge, Judge Foiles brings varied and vast experience, including civil and complex litigation, probate and family law. As a trial judge, he presided over nearly 150 civil and criminal jury trials, including numerous high-profile cases, and conducted over 1,000 mandatory settlement conferences as the civil settlement judge.

About Modlin Legal

Attorney Marina Modlin helps clients to accumulate wealth and preserve wealth for future generations. Her firm, Modlin Legal, focuses exclusively on drafting complete new estate plans, reviewing and updating exiting wills and trusts, post-death administration including probate, and trust administration.

Annie Allison discusses legal issues. Annie is a counsel in the Intellectual Property Practice Group in the New York office of Haynes and Boone, LLP where she helps clients to obtain, enforce, and leverage their valuable intellectual property assets.

James Creech of Baker Tilly discusses the taxation of digital assets

From the FDA: "Per- and polyfluoroalkyl substances (PFAS) are a diverse group of thousands of chemicals used in hundreds of types of products. PFAS in the environment can enter the food supply through plants and animals grown, raised, or processed in contaminated areas. It is also possible for very small amounts of PFAS to enter foods through food packaging, processing, and cookware." PFAs are implicated in cancer, diabetes, thyroid, heart disease and other diseases.

The basics of simple agreements for future equity

Roger Royse on why getting it in writing matters

Mini Kapoor is a partner in the Occupational Safety and Health and Litigation practice groups in the firm’s Houston office. Mini has handled OSHA compliance matters and OSHA administrative trials in several states across the country for clients in multiple industry sectors including, supply-chain, retail, telecommunications, healthcare, and manufacturing. On the compliance side, her experience includes process safety, industrial hygiene, PPE, fall protection, material handling & storage, record-keeping, electrical, and machine guarding. She has successfully defended clients in OSHA administrative trials, including trials on PPE in California, powered industrial trucks in Utah, recordkeeping in Iowa, and other regulatory matters in other trials in California. Mini is certified in OSHA standards for industrial hygiene, respiratory protection, and electrical standards.

My comments on accelerator warrants. The Astralabs or Newchip accelerator is in a chapter 7 liquidating bankruptcy. The Bankruptcy Court ordered a sale of the accelerator's main asset, i.e. its warrants taken in its startup company participants. This case illustrates the tremendous vallue in accelerator warrants.

F. Daniel Siciliano, a U.S. born first generation Mexican-American, is a successful serial entrepreneur, corporate executive, venture capitalist, and an independent director on the board of the Federal Home Loan Bank of San Francisco.  He recently co-founded and is CEO of Nikkl, Inc.  Alongside his entrepreneurial career, he was a Stanford faculty member (Stanford Law Professor of the Practice and Associate Dean) for more than a decade and is a recognized expert in corporate strategy and governance, capital financial markets, technological disruption (including fintech, insurtech, AI and cybersecurity), and executive compensation.   

Quick description of the new FTC Rule 

In March 2024 Elon Musk sued Sam Altman and OpenAI in California court, alleging breach of contract to develop artificial general intelligence to benefit humanity and not as a for-profit company as well as related fiduciary claims. Here is my take on the complaint.

Sam Bankman-Fried was sentenced to 25 years in prison by a judge in April for stealing $8 billion from customers of FTX . If he can't be a good example, he can at least be a horrible warning. Here is my take on what startup founders can learn from this case.

Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, domestic and international tax, mergers and acquisitions, and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. https://www.haynesboone.com/people/r/royse-roger https://rogerroyse.com/ I am at
roger.royse@haynesboone.com. HB
https://www.haynesboone.com/people/royse-roger subscribe to my substack
https://substack.com/@rogerroyse?utm_source=profile-page You can find me on
LinkedIn at https://www.linkedin.com/in/rogerroyse/ https://linktr.ee/rogerroyse You can see
information on our emerging growth practice on our website at:
https://www.haynesboone.com/experience/practices/emerging-companies-and-venture-capital
Please see my resource page at: https://totalstartupsolution.com/ and follow me
on twitter at https://twitter.com/rroyse00 Subscribe to our YouTube channel at
https://www.youtube.com/user/RoyseLaw My Intro Video https://youtu.be/6McHpANsMZg Podcast at
https://podcasts.apple.com/us/podcast/10000-startups-podcast/id1682776039 See my new book:
10,000 Startups at https://store.bookbaby.com/book/10000-startups https://www.amazon.com/10-000-Startups-Strategies-Startup-ebook/dp/B09S14JQ9K/ref=tmm_kin_swatch_0?_encoding=UTF8&qid=1645143120&sr=8-4

Mr. Albert's practice focuses on patent prosecution (obtaining patents for clients), patent portfolio advice, advising clients on the intersection of industry standards and patent portfolio building, and legal issues related to open source software. He is a licensed patent attorney and a member of the California Bar.

Specialties: patents, trade secrets, technology licensing, electronics, software, high tech, open source software, industry standards bodies, patent pooling, defense against patent trolls and patent chameleons, intellectual property, IP audits, IP due diligence as part of corporate transactions/mergers.

Bob Dunn (bd@gfdata.com)  is managing director for GF Data, leading all aspects of the business for its new owner, the Association for Corporate Growth (ACG). Prior to joining GF Data and ACG, he served as Chief Development Officer and General Manager of Portfolio Management Research for With Intelligence (FKA Pageant Media). Prior to that he ran Hedge Fund Intelligence and Institutional Investor Intelligence for Euromoney Institutional Investor. Prior to that he ran Dow Jones Private Markets for Dow Jones & Co. with oversight of product management.
Bob has experience in both corporate and start-up environments, and an in-depth knowledge of private and public markets, including asset management, corporate finance, private equity, venture capital and hedge fund industries. Bob began his career as a journalist covering private equity. He received his BA from Bowdoin College, and his MS in journalism from the Newhouse School at Syracuse University.

What are trade secrets and how can we protect them? Should you rely on patent or trade secrets? Or both? How can we protect AI? This week's podcast takes a deeper dive into the law of trade secret and how and why to protect them.

Soyeun Choi and Roger Royse discuss choice of entity issues

This episode summarizes the QSBS tax rules with respect to stock in a startup
https://www.slideshare.net/slideshows/qsbs-for-startups-investors-and-founders/266344559

In March 2024, a District Court in Alabama ruled that the CTA is unconstitutional. I discuss what that means to you.

Marvin Glazer has been a registered patent attorney in private practice since 1979. Before passing the Arizona Bar, he worked as an integrated circuit engineer and patent agent for Motorola. In addition to preparing and prosecuting U.S. and foreign patent and trademark applications, he has extensive experience litigating patent, trademark and copyright cases in federal district court and in the appellate courts. While his technical education focused upon electronics, computer software and hardware, he has extensive experience working on patent and trademark matters ranging from electronics to archery, from medical devices to motorcycles, and from weather stations to pet toys.

The Corporate Transparency Act (the “CTA” ), which addresses anonymous shell companies and money laundering activities, became effective January 1, 2024.  The CTA establishes reporting obligations that will require a range of entities to file identifying information about themselves, their beneficial owners (including senior officers and other decisionmakers), as well as people involved in creating or registering the entities with FinCEN (a “BOI Report”). 

Attention Startup Founders! Don't miss our event on January 22, 2024, 6:00-7:00 PM PST, featuring Roger Royseand other experts. Gain insights on term sheets, valuation, pitching, due diligence, funding options, equity/debt balance, and negotiation. Enhance your startup growth and funding strategies. Join us for networking, knowledge sharing, and connect with our community. Visit our LinkedIn page ProVentures™for updates and speaker opportunities. Share with others in the startup ecosystem!

Dina Blikshteyn is a partner in the intellectual property practice group in the New York office of Haynes Boone. Dina’s practice focuses on post grant proceedings before the US Patent and Trademark Office, AI counseling, and preparing and prosecuting domestic and international patent applications.

Dina is a co-chair of the artificial intelligence practice at Haynes Boone, and regularly speaks and writes on various AI topics.

Dina's patent practice focuses on technology areas. She regularly counsels clients on artificial intelligence and machine learning, cloud computing, cybersecurity, web applications, map and navigation applications, point-of-sale systems, computer graphics, data structures, algorithms, distributed systems, client-server applications, CPU/GPU processor design, operating systems, mobile technologies, databases, database optimization, multimedia and video streaming, financial trading products, banking software, computerized auction software, healthcare systems, internet systems, advertising software, wireless communication systems and applications, telecommunications systems, marketing applications, industrial control systems (ICS), cable systems, and smart grid and micro-grid technologies.

Prior to becoming a lawyer, Dina developed high-frequency trading systems that traded financial instruments on domestic and international exchanges

Francie Johnston's practice focuses on technology start-up companies and includes initial company formation, both company and investor-side representation in private equity financings, securities compliance, general corporate governance matters, commercial contracts, technology licensing, mergers and acquisitions and other strategic transactions.

 Before joining Haynes and Boone, Francie worked as a lawyer with the Royse Law Firm and other law firms. Prior to law school, Francie worked with a number of fine arts organizations (the Corcoran Gallery of Art in Washington, D.C., the Santa Barbara Museum of Art, and Sotheby’s auction house in New York) and entertainment companies (CBS Television and Walt Disney Studios in southern California).

This week we discuss the legal issues that startups and their founders need to know and the common legal pitfalls that affect startup companies. Unlike more mature companies, startups typically do not have large legal budgets and in house legal counsel focused on legal compliance. Nevertheless, startups must be aware of and comply with law, especially with respect to the issues that are unique to startups.

The presentation will cover those unique issues as well as the sometimes surprising and every evolving California rules. In particular, we summarize:

1. Corporate formation and choice of entity and law;
2. Securities laws;
3. Labor and employment and why virtually evert startup in California is probably out of compliance and what you can do about it;
4. Intellectual property strategies using patent, trademark and trade secret;
5. Protecting your business through agreements;
6. Protecting the founders from personal liability;
7. And more.

The speaker draws on more than 30 years of startup experience in describing how to manage legal risk on a startup budget.

Gavin George’s practice encompasses privacy, data processing, technology transactions, and intellectual property in the information age. He counsels clients on international, federal, and state-level privacy compliance and transactional issues, including those related to the California Consumer Privacy Act (CCPA) and the EU General Data Protection Regulation (GDPR). A designated Certified Information Privacy Professional (CIPP/US) since 2014, he was recognized as a 2020 “Stand-out Lawyer” by Acritas Stars (Acritas).

Companies rely on Gavin to launch and guide their privacy compliance programs, including drafting privacy policies, creating data processing agreements, implementing personal information processing consents, handling data subject access requests, and consulting on data breach preparedness and response. https://www.haynesboone.com/people/george-gavin

Olga V. Mack talks about artificial intelligence. Digital Transformation Executive | Above the Law + ACC Docket Legal Tech & Future of Law Columnist | 3x TEDx Speaker | Berkeley Law Lecturer | Notes to My (Legal) Self Podcast Host. https://www.linkedin.com/in/olgamack/

Ian Peck handles complex Chapter 11 bankruptcy cases, out-of-court workouts, and distressed mergers and acquisitions transactions across range of industries. Ian understands that debt restructuring or bankruptcy can often be the most stressful and critical event in a client’s history and he brings a sense of calm determination to each restructuring engagement.

Ian’s experience involves leading roles in numerous high-profile restructurings, including serving as lead counsel for a bankrupt bank holding company facing claims of over $2 billion and representing one of the world’s largest generators and marketers of electricity in its successful Chapter 11 reorganization. Recently, Ian led the successful Chapter 11 reorganization of a nationwide retailer, which resulted in payment of creditors in full and reinstatement of equity, despite the extreme challenges imposed by COVID-19.

Ian has extensive experience in middle-market cases, including representing a manufacturer and operator of helicopters in their successful restructuring as well as guiding the largest retail liquor chain in Texas and a 400-store furniture retailer through the Chapter 11 process. Outside of the courtroom, Ian has helped several companies renegotiate their financial and contractual obligations to avoid contentious litigation or lengthy reorganization proceedings.

One of Ian’s core strengths is his ability to listen to his clients and develop and execute strategies that place them in the best position to accomplish their financial and operational goals. These skills are particularly applicable to representations of private equity firms or their distressed portfolio companies. Many healthy corporations rely on Ian’s business sense and advice on transactions and litigation with financial troubled counterparties.

Ian frequently speaks throughout the country on bankruptcy topics, including various Chapter 11 plan issues and retail bankruptcies. Ian is also a prolific author, having published scholarly articles throughout his career and having served as a contributing author to the Bloomberg Law: Bankruptcy Treatise, the first comprehensive bankruptcy treatise published in the last 40 years.

Ian is an active member of numerous industry associations and serves the community through his pro bono work, including obtaining asylum in the United States for a client who was violently persecuted in her native country.

You can see past episodes at 

Apple https://podcasts.apple.com/us/podcast/10-000-startups/id1705589818
Spotify https://open.spotify.com/show/3sVitQ3S211Xg6BfjyYtvv
Amazon https://music.amazon.com/podcasts/4b6381b4-5fa4-40b3-9670-87214cc0b2a4/10-000-startups-legal-strategies-for-startup-success
Google https://podcasts.google.com/feed/aHR0cHM6Ly9mZWVkcy5idXp6c3Byb3V0LmNvbS8yMjQyMzY0LnJzcw
BuzzSprout https://feeds.buzzsprout.com/2242364.rss

I also post video to YouTube at https://www.youtube.com/@RoyseLaw

Jeff Faust, CVA, is the Principal of Valuation Services at ASL. He has over 25 years of experience in the valuation of privately held companies for various purposes including stock option grants (IRC § 409A), Employee Stock Ownership Plans (ESOPs), estate/gift, fundraising, mergers/acquisitions, and more. He has provided valuation expertise to owners/shareholders, trustees, management teams, investors, and start-ups of all sizes and stages of development and in a wide variety of industries including high-tech (Software, Hardware, SaaS, Mobile, Telecom, Social Media, Cloud, AI, Big Data, etc.), manufacturing, construction, engineering, retail, bio-tech, pharma, agriculture and many more. Clients range from long-established companies and highly entrepreneurial ventures to families and individuals. He has also lectured around the world on business valuation theory.

You can see past episodes at 

Apple https://podcasts.apple.com/us/podcast/10-000-startups/id1705589818
Spotify https://open.spotify.com/show/3sVitQ3S211Xg6BfjyYtvv
Amazon https://music.amazon.com/podcasts/4b6381b4-5fa4-40b3-9670-87214cc0b2a4/10-000-startups-legal-strategies-for-startup-success
Google https://podcasts.google.com/feed/aHR0cHM6Ly9mZWVkcy5idXp6c3Byb3V0LmNvbS8yMjQyMzY0LnJzcw
BuzzSprout https://feeds.buzzsprout.com/2242364.rss

I also post video to YouTube at https://www.youtube.com/@RoyseLaw.

Dr. Jiaping (Charlene) Liu is an intellectual property lawyer with an extensive knowledge of patents and a focus on patent prosecution and assertion matters. Charlene performs client counseling, portfolio development and management in various technological fields, and in particular focusing on AI and deep learning, medical devices, semiconductors, integrated circuits, financial service, and network security. Charlene also frequently counsels clients on assertions and licensing disputes, such as in the realm of standard essential patents.

Before her legal career, she obtained her Ph.D. in electrical engineering from Princeton University, and was a Gordon Wu fellowship recipient. Her doctoral work focused on stochastic modeling of data networks, and she worked on wireless transmission protocols for ad hoc networks at Bell Labs during graduate school.

Infortal Worldwide is a leading global security and risk management company that helps clients across all industries to mitigate their business risks, and protect employees and assets globally.

As the Vice President of Global Compliance & Investigations at Infortal Worldwide, Chris Mason leads the International Investigations Team and works with clients to coordinate due diligence investigations to facilitate private equity investment, M&A deal making, and international business expansion. 

As the Director of Geopolitical Risk at Infortal Worldwide, Dr. Ian Oxnevad leads the firm’s Geopolitical Risk Intelligence & Analysis efforts. Ian’s Geopolitical Risk (GPR) thought leadership informs Infortal Worldwide’s GPR training program, due diligence investigations, and geopolitical risk advisory services. 
https://infortal.com/

Michael specializes in assessing strategic options, stabilizing and turning around underperforming businesses and driving exits, by improving operations and margins, refocusing strategy, negotiating debt structuring/renegotiations, increasing cash flow and managing expenditures with focused leadership and control, helping public and private companies with domestic and international operations in a wide variety of industries, including technology (hardware, software, cleantech, biotech, social media, SaaS, ecommerce, semiconductor), telecommunications, manufacturing, distribution, retail, construction and agriculture/wine. https://www.armanino.com/company/people/michael-hogan/

This week we talk with Randy Lieberman about R&D tax credits. Even startups that pay no income tax can reduce their payroll taxes by claiming this credit. In that way it is a sort of hidden treasure. Randy is at:

Randall S. Lieberman 
email: rslieb@earnd.co
mobile: 214.280.9227
site: https://earnd.co

Jared Hanley, Principal
jared@breretonhanley.com

Jared Hanley is a Principal with Brereton, Hanley and Company. He heads Brereton’s industry research effort. Mr. Hanley has 15 plus years of investment banking and consulting experience with a broad base of capital raising and mergers and acquisition experience.


Prior to joining Brereton, Mr. Hanley was an analyst with Lehman Brothers, Salomon Smith Barney and Wedbush Morgan Securities, serving regional and national clients in a variety of industries. He has also developed expertise in financial modeling and business valuation. Mr. Hanley has advised on over 50 middle-market transactions totaling over $900M in value.


Mr. Hanley has a B.A. in Economics and a B.A. in Cognitive Science, both from Yale University. He is a FINRA registered securities principal and also a level two candidate in the Chartered Financial Analyst Program.

Soyeun Choi esq and Roger Royse discuss the inbound flip transaction for companies moving into the United States from another country

Our guest this week is Patri Freidman of Pronomos Capital. Patri is well known for the Seasteading Institute which established autonomous ocean communities to enable experimentation. Pronomous is using the lessons of Silicon Valley to create a new model for urban development where the city is the product, working with countries to create new communities that seek - through good governance - to emulate the economic success of Dubai, Hong Kong, Shenzhen and Singapore.  https://www.pronomos.vc/

Ryne Miller is the Founder and Managing Partner of Miller Strategic Partners LLP and former general counsel of FTX US. Based in New York City, Ryne has prior experience as a senior U.S. financial markets regulator, a seasoned trading and markets regulatory counsel to major global financial institutions, and a general counsel for a U.S. financial services and digital assets business. We spoke today about developments in the securities laws around tokens and digital assets, recent SEC actions and the future of crypto.

This week's episode explores the issue of personal liability for the owners (and others) of corporations and LLCs and how you can avoid going down with the ship if your startup fails.  Tracy Duplantier is a practice area specialist with Lexis Nexis and has a lot to say about the court doctrine of ignoring corporate legal structures in imposing liability aka piercing the corporate veil claims. The link for the materials is at https://legal.lexisnexis.com/smartstartup

Andrew Pannell is a partner in the Investment Management Practice Group in Haynes Boone’s London office. His practice focuses on advising venture capital, private equity and corporate clients on venture and growth capital transactions

Kevin Crisp is a partner in the Litigation Practice Group in Haynes Boone’s Orange County office.

Kevin’s practice covers a range of commercial litigation matters, including corporate fiduciary duty, securities, mergers and acquisitions, and bankruptcy matters, as well as all manner of business torts and contract disputes. A banker before he was a lawyer, Kevin thrives in matters involving finance and accounting.

Kevin also represents clients involved in government investigations and homeowners’ association disputes.

Eric Goldman is a Professor at Santa Clara University School of Law and Associate Dean for Research, Co-Director of the High Tech Law Institute and Supervisor of the Privacy Law Certificate. Professor Goldman focuses on Internet Law, Intellectual Property Law, and Advertising & Marketing Law.

Why should a startup founder care about estate planning and why should they start early? Attorney John Martin discusses the importance of early estate planning and tehe tools available to avoid probate costs and minimize transfer taxes.  John C. Martin, Esq. is certified as a Specialist in Estate Planning, Trust and Probate Law by the State Bar of California’s Board of Legal Specialization. As an estate planning specialist, John assists clients in establishing living trusts; transferring wealth to the next generation; providing for the protection of minor and adult beneficiaries; devising action plans to manage business, health or financial affairs in the event of incapacity; and handling trust and estate litigation matters. https://johncmartinlaw.com/

Tamara Devitt, Partner, Haynes Boone LLP, counsels and represents employers in all aspects of labor and employment law. Clients turn to Tamara for defense against claims of discrimination, unlawful harassment, wrongful termination, unfair business practices, and wage and hour claims, including class actions and complex litigation. She advocates for clients in jury and bench trials, arbitration, and pre-litigation negotiations, and in administrative tribunals, including the Equal Employment Opportunity Commission, California Department of Fair Employment and Housing, Department of Labor, and California Labor Commissioner. https://www.haynesboone.com/people/devitt-tamara

Steven Malm is counsel in the Labor and Employment Practice Group in the San Francisco office of Haynes and Boone, LLP, where he leads the Immigration Practice Group. Steven has vast experience representing small, mid-size, and Fortune 500 employers in a wide array of immigration and compliance matters. Steven’s practice of employment-based immigration law includes assisting employers in monitoring and maintaining the immigration status of their foreign workforces. He assists employers in sponsoring foreign workers for such nonimmigrant visas as H-1B specialty worker, L-1 intracompany transferee, and O-1 extraordinary ability visas, as well as other nonimmigrant classifications, and sponsorship for permanent residence through analogous green card categories and the PERM labor certification test of the U.S. labor market.

Subscribe to my podcast: https://feeds.buzzsprout.com/2242364.rss

Margaret Bacheler is the  Director of Educational Initiatives of the Angel Capital Association (ACA). The ACA is a professional society of accredited angel investors who make up the world's most prolific early-stage investment class.  The association is the largest professional development organization for angel investors in the world deploying more than $650 million in early stage capital each year.  
https://www.angelcapitalassociation.org/

This week I sit down with Bob Houston to talk about tax issues that arise in a startup setting. Robert Houston is Of Counsel at BMP LLP in San Jose and his practice includes Merger & Acquisition transaction services and tax structuring for multinational multi-entity organizations, including extensive experience with public and closely held corporations. Additionally, Bob’s areas of expertise include Subchapter C, Subchapter S, State and local, tax accounting methods and periods. Bob has been actively involved in developing and delivering tax training programs nationwide for the Big Four accounting firms. Previous experience also includes being an adjunct professor of Accounting and Taxation at Golden Gate University, along with being a contract trainer for a large international bank. Bob holds an active CPA license in California.

Andrew Romans is a successful, consistently top quartile performing VC, VC-backed entrepreneur, former tech VC and M&A investment banker, cofounder of an angel group, General Partner of 7BC Venture Capital and previously the founder and General Partner of Rubicon Venture Capital. He is a university professor and 3x published author on VC and technology. Romans also advises large corporations and governments on policies about Venture Capital and Corporate Venture Capital (CVC). Romans raised over $48m for tech startups he founded by the age of 28. Romans founded numerous startups and raised hundreds of millions of dollars in VC funding and led startups to exits. He is also a frequent guest speaker on MSNBC, CNBC, and ABC. Fluent in English, French and German he holds an MBA in finance from Georgetown University, which he completed on scholarship.

Philip Albert is a partner in the Intellectual Property Practice Group of the San Francisco office of Haynes and Boone, LLP. His practice focuses on patent prosecution, including interfacing with patent practitioners in other countries, setting up internal patent review processes so that limited resources are allocated to the most important inventions, evaluating patents of others for purchase, licensing, or design-around, and addressing intellectual property components of a larger transaction, acquisition or due diligence project. He has significant experience representing clients developing many critical technologies, including streaming, network protocols, network security, artificial intelligence, blockchain, animation, and the Internet of Things.

An engineer by training, Phil previously worked at NASA’s Jet Propulsion Laboratory and founded a company that produced semi-custom software and turnkey computer systems for accounting tasks and bank operations.

Thomas E. Moore III has practiced law in Palo Alto continuously since 1984, representing individuals and start-up to mid-size technology companies in intellectual property and commercial litigation matters.  His approach is multi-disciplinary and is focused at gaining results in as efficient a manner as possible.

Thomas has handled matters in all four of areas of intellectual property, namely, patents, copyrights, trademarks and trade secrets.  That experience includes disputes arising out of complex license agreements.  His work in commercial litigation includes breach of contract, breach of fiduciary duties, false advertising and all aspects of the law of fraud.

 We talk about fiduciary duties - what are they? Who has them? What do they mean? Founder disputes and the ten to 1 rule.