Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

What Hacker News says

1. grellasDec 2009
   This is an area in which I have been interested, both as a startup law practitioner and as someone who has thought about doing my own entry in this field (I have toyed with the beginnings of this on my firm's website with a "Startup Law 101 Series").

   Here are a few of the good resources in this area:

   1. The Miller book mentioned in OP (Lifecycle of a Technology Company) is actually quite good, with a strong focus on Delaware law. This work had its genesis in a multi-volume work prepared by lawyers at Morse, Barnes-Brown & Pendleton, PC, a prominent Massachusetts firm. As written originally by multiple lawyers, it was accurate, in-depth, and pedantic. When repackaged for Wiley as the Lifecycle book, it was much streamlined and became eminently more readable. Lots of good detail here - very helpful for entrepreneurs.

   2. Constance Bagley and Craig Dauchey, The Entrepreneur's Guide to Business Law - Ms. Bagley is a former Bingham McCutchen partner who went on to gain distinction at Harvard Business School. Mr. Dauchey is a partner at Cooley Godward in Palo Alto and a veteran startup lawyer. This work is also done with excellence and covers the range of issues faced by a typical "emerging company," including most of the basic IP issues faced by a tech company.

   3. Jack S. Levin and Martin Ginsburg, Structuring Venture Capital, Private Equity and Entrepreneurial Transactions is by far the best technical treatment of the corporate startup issues - written for lawyers, it is a highly readable resource for the intelligent layman and Jack Levin (of Kirkland & Ellis) is nothing short of a genius in his field. If you want to dig deep into how deals and company structures work (including superb treatment of tax issues, which are quite important in this field), this is by far the best resource extant.

   4. Joseph Bartlett, Fundamentals of Venture Capital is a book with a slightly misleading title owing to marketing reasons. The book was originally put out by Mr. Bartlett (lately of Morrison & Foerster) in the late 1980s with a fuller treatment of the broad range of startup issues but later shortened to its current format - while dealing with venture capital, it gives a very concise and helpful rundown of the range of legal issues faced by every startup, with excellent overviews of the key issues.

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2. DocSavageOct 2007
   Corporations are exempt from the $800 for their first year of business.

   "Also, converting from a LLC into a C-Corp is simpler."

   Everything we have heard and read suggests otherwise. S-Corp can become C-Corp by mistake if you violate any of the restrictions. It can't get simpler than that :)

   Regarding the tax event during any M&A, I quote the following from Levin's book "Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions" (page 301.2.2):

   "An S corporation is a corporation and hence can acquire another corporation or be acquired by another corporation in a tax-free Code S368 reorganization. In contrast, a partnership or LLC can not be a party to a tax-free reorganization."

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