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PDF Editor FAQ

How should a startup raising VC on the verge of terms sheets prepare for the due diligence process? What documents should be included?

Below I posted a very long list with examples of what you may be asked for. BUT, lest you freak out, note that many of these will not be applicable to you, and your investors may ask you for a different list. Generally if you are an early stage company (with no skeletons in the closet, right?) then the due diligence process is not likely to derail anything. But as always, I'd recommend you work with your attorney on what they expect and what they recommend.Corporate Records and Charter DocumentsAll minutes of directors’ and stockholders’ meetings, and all written consents of directors and stockholders.Certificate of Incorporation, Certificates of Designation, Rights, etc., and Bylaws.Similar information for the Company and subsidiaries, if any.Business Plan and FinancialsCurrent business plan and any financial projections.Most recent financial statements.Intellectual PropertyA list of the Company’s trademarks, patents, copyrights and domain names (or any applications therefore) including documentation of filing or registration with the appropriate governmental entities.If any of the foregoing were assigned to the Company, please so state and provide documentation of the assignment and recordation with the appropriate governmental entities.Security Issuances and Agreements Concerning SecuritiesA list of the Company’s stockholders, including issuance dates and original issuance price.A list of the Company’s option holders, including grant dates and exercise prices.Copies of agreements relating to outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition of any of the Company’s securities, and agreements relating to the Company’s past stock issuances.Any documents evidencing registration rights for the Company’s securities, or evidencing any agreements among the Company’s shareholders or between the Company and its shareholders.A summary of the vesting schedules of any stock or options subject to vesting, including any vesting acceleration.Agreements relating to voting of securities and restrictive share transfers.Evidence of qualification or exemption under applicable federal (including Rule 701) and state blue sky laws for issuance or transfer of the Company’s securities.Material AgreementsAny agreements, understanding, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound which involve obligations of, or payments to, the Company in excess of $10,000.Any personal property leases.Any agreements concerning the purchase, lease, or sublease of real property.Any documents evidencing indebtedness for money borrowed or any other liabilities incurred by the Company.Any documents evidencing any mortgages, liens, loans and encumbrances with respect to the Company’s property or assets.Any documents evidencing any loans or advances made by the Company.Any licenses or agreements of any kind with respect to the Company’s or others’ patent, copyright, trade secret or other proprietary rights, proprietary information or technology, including employee confidentiality and proprietary information agreements.Any insurance policies held by the Company or of which the Company is a beneficiary and a summary of such policies, if available.Any judgment, order, writ or decree by which the Company is bound or to which it is a party.Any standard forms of agreements used by the Company.Any joint venture and partnership agreements.Any management, service and marketing agreements.Any confidentiality and nondisclosure agreements.Any agreements requiring consents or approvals in connection with the financing.Any consulting contracts.Any other agreements material to the business of the Company, or outside the ordinary course of business.A list of officers and directors. If any officers are not currently devoting 100 percent of their business time to the Company, please note them on this list.Information Regarding Disputes and Potential LitigationAny correspondence or documents relating to any pending or threatened action, suit or proceeding or investigation, including, without limitation, those involving the Company’s employees in connection with their prior or present employment or use of technology.Any correspondence or documents relating to allegations of the Company’s infringement of the proprietary rights of others.Any correspondence or documents relating to any labor agreements or actions, union representation, or strike or other labor dispute.Information Regarding Employees and Employee BenefitsA list of the Company’s employees and consultants, including title, base salary, target bonus (if applicable), commission plan (if applicable), classification (including, if an employee, whether the employee is exempt or non-exempt) and state of residence.The Company’s standard form of offer letter.Any agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof, including without limitation, employment agreements and offer letters with severance benefits or vesting acceleration provisions.Any plans, agreements or arrangements that provide benefits contingent upon a change in control.Any severance or deferred compensation plans (including any salary deferral agreements, whether written or oral, with employees or consultants).Any employee benefit plans, including, without limitation, stock option plans, 401(k) plans, pension plans and insurance plans.Any forms of agreements used in connection with any stock option plans (such as a form of option agreement, notice of exercise and restricted stock purchase agreement).If the Company sponsors a 401(k) plan, any determination or opinion letter and Form 5500 filings for the last 3 years.All documents or other information relating to any loans made by the Company to its employees, directors or consultants.The Company’s employee handbook.If the Company has any foreign employees, separately list (by country) all benefits provided to foreign employees.

How can my employer refuse to pay me for the 80 hours I already worked and fire me the day he lets me know? A part of the employment agreement was I reside in a house on the property (my job is to manage the properties he is selling) rent-free.

<STANDARD ATTORNEY DISCLAIMER: NOT BINDING LEGAL ADVICE, I AM NOT YOUR LAWYER. YMMV>The most obvious way he/she can do so is by simply ignoring the law and daring you to do something about it. Whether they’re in breach of the agreement between you two or not, the law only works if people follow it or are forced to do so. Employment and landlord/tenant disputes are two of the most commonly ignored areas of the law in peoples’ everyday interactions in my experience.As to the analysis of what your landlord/employer is allowed to do under the law, it’s complicated. It will depend largely on what your employment agreement says, if any, and what your lease says, if any. It also depends on what state and local law says, but such a complicated arrangement will raise difficult issues of contract and employment law, so it likely won’t be a cut-and-dry answer.The exception would be for your wages. Laws vary, but no jurisdiction will say anything except “if you did the work, you should get paid as agreed.”It’s very likely that your state and local laws will also protect you from being summarily kicked out of your home immediately even if you legitimately have no right to stay under your contract. Even quite conservative states will generally provide some protection against being left homeless on the sudden whim of your landlord, so it’s probable that even with no written agreement, you should be entitled to at least 30 days to vacate.My advice would be to talk to a lawyer, and not just because I am one- this is a genuinely complex and variable set of facts under the law, and there won’t be a single answer a non-expert would know. Becoming informed will greatly increase your leverage and options. A legal aid society or tenant’s association can help you for free or cheap, but many lawyers will also give a free consultation. At the very least, for a modest fee, a lawyer can write an official sounding letter threatening your employer, and that might get them to cough up the wages and let you stay another month or two, or establish a normal lease, assuming that’s what you want. If he/she remains intractable, you can file a suit in small claims court for your wages yourself, and, should your employer try to evict you, either get help from a lawyer or attempt to defend yourself (you’ll need guidance from a professional or organization for this part though. You’ll have to at least file the correct paperwork to be effective). This process should take 6 weeks or so at a minimum, and the shadiness regarding the wage theft and sudden breach of your employment agreement might be enough for a judge to find you’re owed more money, more time in the place, that your employment deal contains a severable lease that’s in effect so long as you pay rent, or some combination of those outcomes.

What's the ultimate power move?

On June 4, 2009, a seething Vladimir Putin arrived in Pikalyovo, a small town located 150 miles southeast of St. Petersburg.[1][1][1][1]Putin had reason to be worried about events in Pikalyovo. The city’s troubles were a symptom of the larger sickness afflicting the Russian economy.Russia’s tumultuous 2008 was fresh on his mind. A collapse in oil prices and devaluation of the Russian ruble had experts predicting a complete economic collapse.[2][2][2][2] Social unrest spread throughout the country, as workers led small but growing protests against wage cuts, firings, and local bankruptcies.[3][3][3][3] Though oil prices began to slowly recover in 2009, aftershocks rippled through the economy well into the summer.Photo: Associated Press. Putin boasts of new nukes that can strike anywhere in the worldIt was against this backdrop that Putin’s helicopter landed in Pikalyovo, a city of about 22,000 inhabitants.[4][4][4][4] Almost a quarter of its population was out of work.[5][5][5][5] Commuting workers from the surrounding region swelled the ranks of the unemployed.Three cement and aluminum producing plants comprised the region’s largest employers. Trouble began in December 2008, when the factories severely curtailed their output. Workers in the plants were furloughed, then laid off.[6][6][6][6]With the factories idled, Pikalyovo’s long-suffering residents were crippled. Plant workers launched public protests after not being paid for three months. Thousands of people languished “without jobs, paychecks, heating, and hot water for several months.”[7][7][7][7] About half of the town’s population sank into poverty.[8][8][8][8]All three backbone enterprises, united in a single industrial chain but belonging to three different owners, have ground to a halt after the economic crisis forced all three to dramatically reduce their output.Thinking of business and not social welfare, employers simply sent their workers into unpaid furloughs or laid them off. With the mainstay enterprises out of business, the town's entire economy was soon locked up in a crisis and on the verge of collapse.Pikalyovo residents attempted a number of protests demanding their back wages and work. In despair, they even blocked a federal highway for several hours last week, causing a 250-mile-long traffic jam.[9][9][9][9]Workers threatened even bigger actions, such as blocking the railroad or instituting a general hunger strike.[10][10][10][10] Even the state-controlled Russian media began to take notice of the workers’ plight.[11][11][11][11]Putin was determined to reassure the Russian public that his government had a grip on the situation. The old KGB operative had to show the people that he was in control.To accomplish this feat, the master of propaganda utilized his most potent weapon: Russian state television.Image: “Protesters rallied against job cuts and worsening living standards” on February 15, 2009 in Pikalyovo. Russian News Agency TASS. Hungry Russians Block Highway To Demand HelpPutin decided to stand firm on the side of the workers. More importantly, he wanted an anxious public to see him doing so.The entire event was televised, as hundreds cheered Putin’s arrival.[12][12][12][12]The prime minister began by touring the closed factories. He paused to speak with workers and hear their stories, and also to berate local managers."Why does your plant look so neglected? You have turned it into a dump," Putin asked a local administrator and moved on without bothering to listen to the answer.[13][13][13][13]The biggest event was held after the tours were completed. Putin summoned local businessmen, including the owners of the idled plants, to a public meeting inside the factory. The ensuing drama was broadcast live on Russian state television.[14][14][14][14]One of the owners of the plants was infamous billionaire Oleg Deripaska, a feared oligarch and controller of Russia’s second largest aluminum company. American officials considered him no better than a “thug,” with ties to organized crime.[15][15][15][15]Deripaska was a key ally of Putin, both during his rise to power and in his continued reign as Russian’s modern czar.[16][16][16][16]Despite his powerful reputation, Deripaska would not be spared from Putin’s manufactured wrath.Dressed in a windbreaker and jeans, Putin sat down at the head of a long, rectangular table, flanked by the business owners and local officials.[17][17][17][17]He began the meeting with a blunt question."You have made thousands of people hostages to your ambitions, your lack of professionalism — or maybe simply your trivial greed."[18][18][18][18]"Why did you start running around like cockroaches only on the eve of my arrival here? Why wasn't there anyone capable of making the right decisions well before that?" Premier Putin asked, sternly eyeing a group of businessmen and officials.[19][19][19][19]He spent the next half hour berating the officials in front of the cameras. At one point, Putin brandished a newly-drawn contract that promised to restart the factories with new deliveries of raw materials.[20][20][20][20]After glancing over the contract, Putin then pointed to Deripaska. The oligarch had sat silently while the prime minister “scolded them like children.”[21][21][21][21]PUTIN: “Deripaska, have you signed?"DERIPASKA: "Yes, I have signed."[22][22][22][22]Putin was irritated as he continued to stare down Deripaska. He threw down a pen on top of the document.[23][23][23][23]PUTIN: "I can't see your signature here. Come over to me. Here is the agreement.[24][24][24][24]Putin watched as Deripaska hung his head, got up from his seat, and walked over to sign the agreement again.[25][25][25][25]The prime minister waited until the oligarch sat back down before making his second demand.[26][26][26][26]PUTIN: "Give me back my pen."[27][27][27][27]The oligarch stood, walked back over to Putin, and handed the pen back.[28][28][28][28]Image: Russian Prime Minister Vladimir Putin forcing billionaire oligarch Oleg Deripaska (standing, right) to sign the contract. Pool Photo by Alexei Nikolsky. Putin Plays Sheriff for Cowboy CapitalistsPutin’s next announcement was a welcome one for the beleaguered workers.Besides making some steps to relaunch production in Pikalyovo, the Russian premier also ordered that the angry workers be paid over $1.3 million in back wages in full. "The deadline – today," Putin snapped out.[29][29][29][29]Lines began to queue at local cash machines, as wages finally poured into workers' accounts. [30][30][30][30]Russian state-controlled media began its incessant hype; the man of the people had intervened and brought immediate relief to Russian citizens. Luckily for Putin, oil prices continued to rise, filling the Russian treasury’s depleted coffers.[31][31][31][31]When Putin later boarded the helicopter back to Moscow, he was cheered by even bigger crowds of supporters.“People say, "He's the most popular guy in Russia." I say: "Yeah, I'd be popular too if I owned NBC."”Former U.S. President George W. Bush, in a 2016 interview.[32][32][32][32]Footnotes[1] Putin douses one labor fire, but what about the other hundred smoldering?[1] Putin douses one labor fire, but what about the other hundred smoldering?[1] Putin douses one labor fire, but what about the other hundred smoldering?[1] Putin douses one labor fire, but what about the other hundred smoldering?[2] Russia close to economic collapse as oil price falls, experts predict[2] Russia close to economic collapse as oil price falls, experts predict[2] Russia close to economic collapse as oil price falls, experts predict[2] Russia close to economic collapse as oil price falls, experts predict[3] Nervous Russia stomps dissent[3] Nervous Russia stomps dissent[3] Nervous Russia stomps dissent[3] Nervous Russia stomps dissent[4] Putin Plays Sheriff for Cowboy Capitalists[4] Putin Plays Sheriff for Cowboy Capitalists[4] Putin Plays Sheriff for Cowboy Capitalists[4] Putin Plays Sheriff for Cowboy Capitalists[5] Putin douses one labor fire, but what about the other hundred smoldering?[5] Putin douses one labor fire, but what about the other hundred smoldering?[5] Putin douses one labor fire, but what about the other hundred smoldering?[5] Putin douses one labor fire, but what about the other hundred smoldering?[6] Putin Erupts In Struggling Russian Town[6] Putin Erupts In Struggling Russian Town[6] Putin Erupts In Struggling Russian Town[6] Putin Erupts In Struggling Russian Town[7] Putin Erupts In Struggling Russian Town[7] Putin Erupts In Struggling Russian Town[7] Putin Erupts In Struggling Russian Town[7] Putin Erupts In Struggling Russian Town[8] Putin unleashes on tycoon 'cockroaches'[8] Putin unleashes on tycoon 'cockroaches'[8] Putin unleashes on tycoon 'cockroaches'[8] Putin unleashes on tycoon 'cockroaches'[9] Putin Erupts In Struggling Russian Town[9] Putin Erupts In Struggling Russian Town[9] Putin Erupts In Struggling Russian Town[9] Putin Erupts In Struggling Russian Town[10] Putin Plays Sheriff for Cowboy Capitalists[10] Putin Plays Sheriff for Cowboy Capitalists[10] Putin Plays Sheriff for Cowboy Capitalists[10] Putin Plays Sheriff for Cowboy Capitalists[11] Putin Plays Sheriff for Cowboy Capitalists[11] Putin Plays Sheriff for Cowboy Capitalists[11] Putin Plays Sheriff for Cowboy Capitalists[11] Putin Plays Sheriff for Cowboy Capitalists[12] Have no fear, Putin is here[12] Have no fear, Putin is here[12] Have no fear, Putin is here[12] Have no fear, Putin is here[13] Putin Erupts In Struggling Russian Town[13] Putin Erupts In Struggling Russian Town[13] Putin Erupts In Struggling Russian Town[13] Putin Erupts In Struggling Russian Town[14] The Moth[14] The Moth[14] The Moth[14] The Moth[15] Two Capitals, One Russian Oligarch: How Oleg Deripaska Is Trying to Escape U.S. Sanctions[15] Two Capitals, One Russian Oligarch: How Oleg Deripaska Is Trying to Escape U.S. Sanctions[15] Two Capitals, One Russian Oligarch: How Oleg Deripaska Is Trying to Escape U.S. Sanctions[15] Two Capitals, One Russian Oligarch: How Oleg Deripaska Is Trying to Escape U.S. Sanctions[16] AP findings on Trump associate's work for Russian oligarch[16] AP findings on Trump associate's work for Russian oligarch[16] AP findings on Trump associate's work for Russian oligarch[16] AP findings on Trump associate's work for Russian oligarch[17] The Moth[17] The Moth[17] The Moth[17] The Moth[18] Have no fear, Putin is here[18] Have no fear, Putin is here[18] Have no fear, Putin is here[18] Have no fear, Putin is here[19] Putin Erupts In Struggling Russian Town[19] Putin Erupts In Struggling Russian Town[19] Putin Erupts In Struggling Russian Town[19] Putin Erupts In Struggling Russian Town[20] Putin unleashes on tycoon 'cockroaches'[20] Putin unleashes on tycoon 'cockroaches'[20] Putin unleashes on tycoon 'cockroaches'[20] Putin unleashes on tycoon 'cockroaches'[21] The Moth[21] The Moth[21] The Moth[21] The Moth[22] The Moth[22] The Moth[22] The Moth[22] The Moth[23] Putin Erupts In Struggling Russian Town[23] Putin Erupts In Struggling Russian Town[23] Putin Erupts In Struggling Russian Town[23] Putin Erupts In Struggling Russian Town[24] The Moth[24] The Moth[24] The Moth[24] The Moth[25] Putin unleashes on tycoon 'cockroaches'[25] Putin unleashes on tycoon 'cockroaches'[25] Putin unleashes on tycoon 'cockroaches'[25] Putin unleashes on tycoon 'cockroaches'[26] The Moth[26] The Moth[26] The Moth[26] The Moth[27] The Moth[27] The Moth[27] The Moth[27] The Moth[28] The Moth[28] The Moth[28] The Moth[28] The Moth[29] Putin Erupts In Struggling Russian Town[29] Putin Erupts In Struggling Russian Town[29] Putin Erupts In Struggling Russian Town[29] Putin Erupts In Struggling Russian Town[30] Putin Plays Sheriff for Cowboy Capitalists[30] Putin Plays Sheriff for Cowboy Capitalists[30] Putin Plays Sheriff for Cowboy Capitalists[30] Putin Plays Sheriff for Cowboy Capitalists[31] Crude oil price: Russian Urals 2010-2017 | Statista[31] Crude oil price: Russian Urals 2010-2017 | Statista[31] Crude oil price: Russian Urals 2010-2017 | Statista[31] Crude oil price: Russian Urals 2010-2017 | Statista[32] Is Putin popular? &c. | National Review[32] Is Putin popular? &c. | National Review[32] Is Putin popular? &c. | National Review[32] Is Putin popular? &c. | National Review

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