Tag: José Padilla

How Many Shares Should Your Startup Authorize Upon Launch?
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How Many Shares Should Your Startup Authorize Upon Launch?

José Padilla is an attorney and the owner of Padilla Law PLLC, where he represents startups and investors. His practice focuses on the formation, seed and VC financings, private equity, acquisitions, strategic corporate transactions, and general advisory regarding corporate and financing strategy. New startups often launch with 10 million authorized shares. Founders often ask me, “Why 10 million shares?”Before answering how many shares of stock a new startup should issue, founders must first understand the difference between authorized, issued, and outstanding shares. What is the difference between authorized, issued, and outstanding shares? The number of authorized shares is the maximum number of shares that a corporation is legally allowed to issue to its investors and stockhol...
Why It Matters: SEC Modernizes Its Definition of an Accredited Investor
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Why It Matters: SEC Modernizes Its Definition of an Accredited Investor

José Padilla is an attorney and the owner of Padilla Law PLLC, where he represents startups and investors. His practice focuses on the formation, seed and VC financings, private equity, acquisitions, strategic corporate transactions, and general advisory regarding corporate and financing strategy. In August 2020, the Securities and Exchange Commission (SEC) amended the definition of accredited investor. The SEC developed qualifications and rules under the Securities Act of 1933 to protect individuals from risky investments.Accredited investors can more freely invest in hedge funds' lucrative and risky world, private equity, venture capital, and equity crowdfunding. Private or unregistered securities are considered inherently riskier, so the Securities Act empowered the SEC to creat...
Anti-Dilution Provisions: Which One is Best for Founders?
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Anti-Dilution Provisions: Which One is Best for Founders?

Venture capital investors invest in startups in the hopes that later rounds of investment will increase the company’ valuation. As more investors invest, the percentage of the company that each investor owns decreases, an effect called dilution.As important as avoiding dilution is for an investor, specific provisions can impact on founder and employee ownership unfavorably. Why do investors ask for anti-dilution provisions? As long as subsequent investors invest at a higher price per share, the overall dollar value of the previous investments increases, even if their percent ownership decreases.But what if shares sold in later rounds of investment are sold at a lower price per share? In such a down round scenario, the earlier investors have a decrease in ownership and a reduc...
Look at Terms When Raising Money During the COVID-19 Pandemic
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Look at Terms When Raising Money During the COVID-19 Pandemic

For entrepreneurs raising money during the COVID-19 pandemic, lessons learned from previous recessions can provide guideposts on what to do now.As a venture capital (VC) lawyer since 2000, I see similarities from the aftermath of the 9/11 terrorist attacks in 2001, the collapse of the Dot.com bubble in 2002, and the 2008 recession after the collapse of Lehman Brothers.The previous financial crises occurred after a singular catastrophic event that temporarily halted most economic activity.  At the time, no one knew how society would change after 9/11 or how the banking industry would change after the fall of Lehman Brothers.Investors naturally reacted to this uncertainty by slowing down their activity.In the aftermath of the Dot.com bubble crash, VC financings in the U.S. d...
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