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What should I do on the legal side to prepare for my first equity fundraising?

A company thinking about raising its first round of financing should get its legal ducks in a row before accepting term sheets; fundraising is time-consuming and the Company should focus its efforts on investor meetings and not clean-up items. Things generally move pretty quickly after a term sheet is signed, so, to speed up the time between signing a term sheet and closing, the Company should have all diligence items ready before fundraising.Once a term sheet is finalized and signed, the investor will send the company a due diligence request list. There are several items an investor will request in connection with its diligence review, including documentation relating to:Capitalization;Intellectual property;Commercial agreements;Securities filings; andCorporate governance.As such, the company should ensure it has the following items ready to provide to investors once the term sheet is signed:Option and common stock grant documentation for each person/entity on the Company’s stockholders’ ledger;Confidential Information and Inventions Assignment Agreements for each founder/consultant/employee/advisor and NDAs;Proof that the founders, and any other person with stock subject to vesting, has filed an 83(b) election with the IRS;All consents and minutes of the Board and stockholders;Copies of the Company’s equity incentive plan and related documentsAny material vendor or customer agreements;Copies of all securities filings;Office lease(s);Corporate documents, such as the Company’s certificate of incorporation, bylaws, foreign qualifications, and DBAs; andFinancial statements.Additionally, the company will want to make sure any funds the founders have loaned to the company are properly documented and approved, and key employees have entered into employment agreements or offer letters. Of course, the company will also want to make sure it has a company bank account and is not using a personal bank account. To hear more advice on your first equity fundraise, read this blog by Justin Kan, Atrium’s CEO.All content presented herein is for informational purposes only. Nothing should be construed as legal advice. Transmission and receipt of this information is not intended to create and does not constitute, an attorney-client relationship with Atrium LLP. There is no expectation of attorney-client privilege or confidentiality of anything you may communicate to us in this forum. Do not act upon any information presented without seeking professional counsel.

How do companies lose customers?

Axis BankOne of the worst banks in fleecing their customers. No Wonder their name kept popping up during demonetization in backdoor exchange of currency. I took two housing loans from Axis Bank , the one I am talking here is I took in 2012. I was regularly paying my installments and almost 30% of principle also i paid besides the regular reduction of principle by way of EMIs.Last year I was in need of some money so approached them that if they could lend me back some money at least that much as I paid extra . They refused saying on new house they give 85% loan and on old house they give only 65%.So far so good.. Their bank, they have the right to refuse…so I started talking to other banks for balance transfer and top up..Here comes the ordeal….i approached their goregaon home loan branch and met one of their managers and requested for LOD( list of documents-the original papers of the property bank keeps). In very fluent english, in air-conditioned office, with a smiling face the manger says Sir it will take 15 working days..I was zapped ..Why the fuck 15 working days to provide me just the list of documents you have kept…this is already in the system, written on the agreememt , we just need the same on your letterhead…he was adamant - No sir, 15 days means 15 days..I asked why 15 days…it's not that you are actually going to take my property documents out from your locker and then will give me the list of documents.any ways perplexed, frustrated and boiling I tried to find some facebook page, twitter etc of any axis senior but couldn't find which I could use to convey my anger and apathy to axis seniors.Anyways…i kept waiting waiting and one day I get a call that the LOD has reached branch please come and collect..I went and told the same manager that just to collect LOD I have taken two leaves, one while I applied and second to collect it.. thought this should be my last interaction with them and I will never ever deal with axis Bank in my life.. But god had some more torture left for me at the hands of axis bank.I did all the formalities with other bank and got money sanctioned from them to foreclose the loan with axis and asked axis bank to foreclose my account.Again axis started the same thing that foreclose will take another 15 working days after depositing the full outstanding and in the meantime your one extra EMI will be processed thru the regular bank which will be refunded after 15 days.Also, any amount which goes more than the outstanding, will not be refunded. I was shocked as in the name of 15 working - days 15 working days, they forced me to pull my loan for almost two months longer than required... Deducted extra EMI which they returned after 15 days... I don't know how much extra they took in the name of foreclosing…I was soooooo frustrated that my voice automatically used to rise the moment I was talking to someone from axis...Story doesn't end here only, after all this torture they sent me my No dues certificate by mail and can you believe, in the password protected file was a blank page.. No mention of my no dues... Nothing... Plain blank attachement. Again I searched for Shikha Sharma email ID or some contact method but is not there... Also for contacting them they have just two Call Centre type numbers like1800…..everytime you call someone new person will come on line and you keep repeating your agony, they will just utter sorry but will not do anything to bring you out of this frustrating ordeal.Since I am still stuck with them till I get clearance of loans letter…I don't want to use abusive words but deep inside I really hate this bank and it's people.Guys I really wish to meet this lady Shikha Sharna, MD of axis and shout at her face about the mafia company she is running in the name of Axis BankEdit 1…many people have said that we should sue them or take them to consumer court but if you look at practical side when you are so badly harassed the first thing comes in mind is that you want to get rid of these people asap…taking them to court will further complicate and in probability delay the things…best way is to makes others aware about these practices…hit them where it hurts.. That is.. We should hurt their businesses as much as we can…hence this post.. Request you guys to share these bad experience with axis as much as possible with your friends and dissuade them to use axis services.2 someone asked about the consumer court…its almost impossible to fight with big corporates in court with the money power, resources and time they have at their disposal…i once fought with a credit card company.. Trust me I regretted fighting with them even though I won after 7 years battle.. They have dedicated teams for this while you have to continuously put your resources, time and effort on stake.. On top of it they will prove that we have agreed for all these while signing the loan agreement…almost everything is mentioned in their agreement which we sign while taking even a small mobile sim .. although it's written in 3 point size fonts in every form which is nearly impossible to read and comprehend3. Copied from comments section.Mr Kushagra Khanna writesI swear to God just one hour back I called Axis bank employee for demand draft for my account balance, which was freezed by the bank, reason being third party address verification failed, to which address verification was done eight months back while I opened the new account.For last five days he his processing my DD.First it was coming from Mumbai head office that's why it takes time (I'm in Delhi).Now he told me, my application for closure was rejected but I can collect the DD tomorrow.Let me get my DD then guess who is getting an email including Shikha Sharma and the regional manager.Lies, deceit and more lies. Please people avoid Axis bank.Mr. KhannaNothing happens even if you write to shikha sharma..I sent a mail to her yesterday I.e on. 7th Oct 2018 asking that her bank has told different principal in two different statements.. How can principal change…i kept their support and customer care in loop but not even an acknowledgment of receipt of mail.. What to do.. Should I go and sit on dharna outside her office. I feel like cussing these ba..tards

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.

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