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Cover image of Office Hours with Vela Wood

Office Hours with Vela Wood

Office Hours is a podcast hosted by two corporate attorneys, covering general issues related to small businesses and startups.

Weekly hand curated podcast episodes for learning

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Preparing for Funding Ep2: Founders Agreements

Office Hours is our podcast covering general issues related to small businesses and startups. Preparing For Funding is a series of Office Hours episodes about getting your company’s legal house in order before taking on funding.Listen on Apple Podcasts!In this episode, we discuss the difference between vesting and reverse vesting, confidentiality agreements and assignment of intellectual property, restricted stock and 83(b) elections, ROFR, and Class F founders stock. Related Content Everyone Should Vest How Founder “Vesting” Really Works VDR Ch.16: Legal Things Every Entrepreneur Should Know (more on 83(b) elections) VDR Ch. 4, Part 2: Economic Terms of the Term Sheet (more on RSPAs) Who’s Your GoDaddy? (Company Domain Name Ownership) Hiring A Developer? Get It In Writing And Signed First. Independent Contractor Agreements Don’t Mean Anything

25mins

26 Feb 2018

Rank #1

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Preparing for Funding Ep1: Incorporation

Office Hours is our podcast covering general issues related to small businesses and startups. Preparing For Funding is a series of Office Hours episodes about getting your company’s legal house in order before taking on funding.Listen on Apple Podcasts!In this episode, we discuss why your company’s legal matters, lifestyle businesses v. venture-backed businesses, whether you should form your entity as a corporation or LLC, implications of the new tax code, and the filing requirements for entity formation. Related Content Make an Investment in Legal What’s The Difference Between A Small Business And A Startup? Choosing The Right Entity Why Your Startup Should (Likely) Be A C-Corp Why Your Small Business Should (Likely) Be An LLC Do I Really Owe Delaware $75,000? Explaining Delaware Franchise Tax Calculations. The Company Agreement Explained

26mins

19 Feb 2018

Rank #2

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VDR Ch. 5: Control Terms of the Term Sheet

In this episode, we discuss which activities a company's board of directors must approve, how long a company should keep control of its board, the difference between a board member and board observer, and negotiating a threshold for protective provisions.

7 Aug 2017

Rank #3

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Venture Deals Review Ch. 1: The Players

In this episode, we discuss the non-monetary value your VC should provide, issues with Friends and Family financing, how the angel investor ecosystem has evolved, and how paying advisors success fees can violate SEC laws. Note: We recommend listening VDR Ch.16 first, before VDR Ch.1

34mins

11 Jul 2017

Rank #4

Most Popular Podcasts

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Preparing for Funding Ep3: Friends & Family Funding

Office Hours is our podcast covering general issues related to small businesses and startups. Preparing For Funding is a series of Office Hours episodes about getting your company’s legal house in order before taking on funding.Listen on Apple Podcasts!In this episode, we discuss how to mitigate the risks of Friends & Family funding, which include disproportionate valuations, violating SEC and state securities laws, and messy cap tables. Related Content AngelSpan Hiring A Developer? Get It In Writing And Signed First. Securities Straight Talk Vol. 1: Securities Laws Matter To Startups (Yes, Yours Too) VDR Ch. 8: Convertible Debt (and SAFEs) Keep Your Investors Updated

17mins

6 Mar 2018

Rank #5

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VDR Ch. 6, Part 2: Other Terms of the Term Sheet

In this episode, we discuss restriction on sales, assigning confidential information to the company, tag along rights, no-shop agreements, and indemnification clauses.

28 Aug 2017

Rank #6

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Term Sheets 101: Convertible Debt v. Equity (Part 1)

If you're a startup looking to raise capital, here is some of the basic language you need to know.

29 Aug 2016

Rank #7

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VDR Ch. 2: How to Raise Money

In this episode, we discuss how to determine how much money to raise, how to prepare a pitch deck, whether or not you need a PPM, four key roles of a lead investor, and first practical steps after deciding to raise money.

18 Jul 2017

Rank #8

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Terminating Employees – The Do’s And Don’ts

In this episode, we discuss the do's and don'ts of terminating employees. A must listen for any small business owner or startup.

17mins

5 Feb 2015

Rank #9

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VDR Ch. 8: Convertible Debt

In this episode, we discuss the pros and cons of using convertible debt from both an investor and company perspective, the three different scenarios that will cause a conversion, and when you should and shouldn't use KISS or SAFE agreements.

11 Sep 2017

Rank #10

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Starting A New Business? Here’s What They Haven’t Told You (Part 1)

The first 5 of 10 things we've learned about starting a new business.

13mins

28 Jun 2014

Rank #11

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VDR Ch. 4, Part 2: Economic Terms of the Term Sheet

In this episode, we discuss why venture-backed startups must vest their equity, why you shouldn't give employees Restricted Stock Purchase Agreements, how to get VCs to agree to a smaller option pool, and the difference between full ratchet anti-dilution and weighted-average anti-dilution.

1 Aug 2017

Rank #12

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VDR Ch. 7: The Cap Table

In this episode, we discuss best uses of cap tables, online cap table management platforms, and how VCs and companies each approach calculating price per share.

5 Sep 2017

Rank #13

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Starting A New Business? Here’s What They Haven’t Told You (Part 2)

The last 5 of 10 things we’ve learned about starting a new business.

15mins

3 Jul 2014

Rank #14

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VDR Ch. 3: Overview of the Term Sheets

In this episode, we discuss who is responsible for providing the term sheet, which parts of a term sheet are binding, the different types of term sheets, and what should be included in a term sheet.

24 Jul 2017

Rank #15