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02 SepI Have a Corporation, But What’s a “Secretary” and What Are “Minutes”?

If you have a corporation for your startup, you’ve hopefully elected or appointed officers, and one of those officers is the corporation’s secretary. It is the secretary’s job to keep the corporate records, such as the corporation’s articles of incorporation and bylaws, and to keep minutes and records of the corporation’s meetings. “Wait,” you interject, […]

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29 AugCreating and Protecting Trademarks

I’ve previously discussed many times what trademarks — which also include service marks (marks that identify a service rather than a product) and trade dress (the packaging or look of a product or service — think of the design, colors, and even uniforms, in every McDonald’s restaurant) — do. Although they are a right held […]

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26 AugAccelerator Firms Introduce New Seed Funding Structures

Two accelerator firms, 500 Startups and Y Combinator, have introduced two new structures for early-stage equity financing in the past few months. Y Combinator’s structure is called SAFE (which stands for Simple Agreement for Future Equity); 500 Startups calls their structure KISS (for keep it simple security). SAFE appears to be a form of convertible […]

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22 AugFounders’ Protections Against Dilution

I’ve had founders come to me worried about dilution of their equity stake cause by bringing on investors — although they’re more worried about keeping control than simply a bigger chunk of the company, they ask me how it’s possible to keep their same equity stake. The fact is, founders are going to get diluted. […]

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19 AugWhy You Might Need to Delete Your “Ask” Slide from Your Demo Day Pitch Deck

Two of the constant fixtures of the junction between startups and private equity have been the “demo day”, and the securities registration exemption of Rule 506 under Regulation D. The demo day has frequently been a way for entrepreneurs to introduce their ventures to the world, as well as, to one extent or another, make […]

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12 AugAsking For a NDA at the Wrong Time?

Lots of entrepreneurs feel the need to protect their business ideas and (what they feel are) their competitive advantages. As a result, whenever they go into meetings with people where they will have to discuss the details of their business, they feel it necessary to obtain a non-disclosure agreement beforehand. This often occurs in the […]

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05 AugThe SEC May Want to Change the Accredited Investor Definition…And That Might Be a Bad Thing

Last month, the SEC Investor Advisory Committee met to discuss a subcommittee’s proposal to amend the natural person definition of an “accredited investor”, as defined under Regulation D. The simplest private securities offerings require sales to accredited investors only, so it is no surprise that most private offerings occur with only accredited investor purchasers. To […]

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29 JulFTC Issues COPPA Guidance For Obtaining Verifiable Parental Consent

The Federal Trade Commission recently issued amended guidance on enforcement of the requirement that websites and applications subject to COPPA, or the Children’s Online Privacy Protection Act (any website or application that directs itself to, or has actual knowledge that it collects information from, children under the age of 13), obtain “verifiable parental consent” prior […]

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25 JulShould You Have an Agreement with Your Co-Founders From the Beginning?

When you team up with your co-founders to start on the process of developing a product or service, and then launching a company to sell that product or service, the last thing you are probably thinking about is writing up an agreement among you and your founders. You may even believe that putting an agreement […]

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22 JulSEC’s Investor Advocate Submits Inaugural Report to Congress

The Securities and Exchange Commission’s Investor Advocate, a position created by the Dodd-Frank Act to report and advise on the work of the Commission and self-regulatory groups in response to investor concerns, recently submitted its inaugural report to Congress. In the report, the Investor Advocate, Rick Flemming — previously counsel for the North American Securities […]

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