Thread by @EdGrapeNutZimm

my friend @lolitataub asked for a #founders #startup guide on #legalissues & @paulbz tweeted about how founders often overlook tax issues in early days. So, here's a thread of things I've published in (far reaches of) @WSJ @Forbes & via my #VentureCapital class @Columbia_Biz

2) Let's start with #StockOptions: #VestingOptions for #startups in @WSJ Accelerators (might have paywall) - esp for grants to advisors blogs.wsj.com/accelerators/2…

3) Vesting stock grants & #Section83b #83bElections for founders & others (with detailed math + tax law) #restrictedStock
forbes.com/sites/edwardzi…

4) Please note that vesting can trigger #PhantomIncome & that you have 30 days to make your 83(b) election, but from what starting point? (see above 83(b) article)

5)Difference b/w #ISO #NQSO stock options (in startup context) with 1 page cheat sheet & a #GLOSSARY:
forbes.com/sites/edwardzi…

6) we wrote "How Startup Founder Stock Often Triggers Unnecessary Personal Tax Hits" in @Forbes to outline #409A for #StockOptionGrants but also grants of #FounderStock. When is a term sheet a #SuperveningValuationEvent for 409A? read on
forbes.com/sites/valleyvo…

7) I interviewed dozens of venture investors about how they were thinking about the startup markets in the early days of COVID. Most of these VCs in US, Europe, Africa, had been in market for more than 20 yrs & had been through cycles forbes.com/sites/edwardzi…

8) #SAFEs & #ConvertibleNotes are good in an Up Market & when used properly. How will they work in down or volatile markets? SAFEs came out in 2013, so we don't have data on SAFE performance in a recession...but here are some legal glitches that explain:
forbes.com/sites/edwardzi…

9) In 2015, I wrote "Bridge Funding Startups: Interested Board Members, CEOs and How to Sanitize The Process" I was convinced we'd have a downturn (whoops!) but we also had so many VC rounds led by insiders & that creates governance risks forbes.com/sites/edwardzi…

10) I published (& teach) @Columbia_Biz case study (2013) "Should the founders of a tech startup re-structure their convertible debt agreement?" to address the #multipleLiquidationPreferenceProblem arising when you convert Notes/SAFEs w/ a #ValuationCap www8.gsb.columbia.edu/caseworks/node…

11) 3 yrs after publishing the #Pommardify case study @Columbia_Biz I needed something shorter to explain the #MultipleLiquidationPreference problem & how to use #shadowPreferred, so I wrote forbes.com/sites/edwardzi…

12) I included an appendix to explain the #MultipleLiqPref problem - I've spent hundreds (maybe thousands) of hours explaining this to founders/VCs & others & just did a guest lecture @WHU_edu yesterday for @jewellsparks's class on it

13) VCs Visit Columbia B School: Negotiating & Raising Venture Capital in Frothy vs. Down Markets in @Forbes recounts how bad markets happen to good startups! when i taught the #Endeca case to my class @Columbia_Biz w/ @scalevp's @StaceyCurry & @ForerunnerVC's @omal & #StevePapa

14) how do VCs think about the return they need to make on your company & how do their investors (LPs) do that math? We discussed that at a roundtable in for our @VentureCrush Paris. Founders should understand how VCs make $ & get funding for the funds!forbes.com/sites/edwardzi…

15) Guidance on doing a #MarketCheck to discover price/valuation for your #startup vs over-shopping for #VentureFunding in @Forbes forbes.com/sites/edwardzi…

16) We wrote "What Startup Founders Wish They'd Done Before the M&A Deal" to summarize the guidance we give founders as we ready for the M&A or large Growth round, but you can get a head start. #DueDiligence forbes.com/sites/valleyvo…

17) Disclosure In Growth & Venture Capital Deals: what you must, should & shouldn't say & when/how...also works in M&A: forbes.com/sites/edwardzi…

18) you can give #stockOptions to too many people. Google paid for tripping liability under 701, you shouldn't: Late Stage Startups Trip SEC Rule 701 Long Before #IPO forbes.com/sites/edwardzi…

19) I've gotten lots of inbound on our @Forbes #QSBS article Section 1202 Qualified Small Business Stock. We've presented on it in numerous places. It's really valuable for founders, VCs, employees, advisors...5 year clock but watch out for redemptions forbes.com/sites/edwardzi…

20) Guidance on what VCs want in your #startup pitch co-authored by @JordanSalcito w/ interviews @stephpalmeri @uncorkcap @jennyleehw @GGVCapital @Jess_M_Schultz @northzoneVC @GovernorMarkell forbes.com/sites/edwardzi…

21) my @Columbia_Biz VC students often ask me about how to think about working at a startup. My advice (including "imagine themselves as employee #12, employee #65 or employee #150 at a startup" - risk tolerance issues)
forbes.com/sites/edwardzi…

22) We study this each year but discuss it in board rooms all the time - raise another round or sell? "What's Cooler Than A Billion-Dollar Startup? A Real Exit: The Case Against 'Going Long'" in @Forbes (but taught @Columbia_Biz) forbes.com/sites/edwardzi…

23) I wrote this to avoid getting yelled @ in Board rooms. Sometimes (in M&A, with #PPPLoans, in settling a lawsuit, etc) you need more detailed minutes. Delaware cases explain this: In Favor of More Detailed Startup Board Minutes for Important Decisions
forbes.com/sites/edwardzi…

23) selling secondary / #founderLiquidity in #VentureDeals & considerations (including how to talk about it with Board) in @WSJ Accelerators. There are tax issues NOT discussed, including #QSBS/redemption & #409A blogs.wsj.com/accelerators/2…

23) we used to have argue because folks didn't realize that large growth rounds can trigger filings under the #HSRAct. My @LowensteinLLP colleague @JackSidorov used to run premerger notification @ DOJ, in @WSJ Accelerators blogs.wsj.com/accelerators/2…

25 - b/c I did 23 twice!)
A talk I gave in Berlin (now in @WSJ Accelerators) after US Ambassador John Emerson @ a VC Firm's annual mtg. European startups approaching US venture markets
blogs.wsj.com/accelerators/2…

26) More on European Startups getting venture, after a session with @fhollande @EmmanuelMacron @fleurpellerin @axellelemaire @Elysee organized by @bibicheri @FRdigitale @Lararouyres @Tatianajama cc @FrenchTechNYC @franceinnyc
blogs.wsj.com/accelerators/2…

27) how to think about getting the biggest clients early & is that too early? We discuss this each year @VentureCrushFG! Many issues, incl strategic investment. In @WSJ accelerators (quoting @TaylorGreene @collabfund ) blogs.wsj.com/accelerators/2…

28) My friend told me when he read my "Weekend Read: “Help Me Help You”: Asking for Intros to Venture Investors" in @WSJ Accelerators, "Ed's going to get mobbed w/ppl asking for intros to VCs" (yep)
blogs.wsj.com/accelerators/2…

29) A perennial favorite, which got me an angry email (I saved) from 1 person...VC associates are CRUCIAL - do NOT ignore them (despite what Paul G said)
blogs.wsj.com/accelerators/2…

30) In 2013 in @WSJ Accelerators, I wrote: "The same NVCA survey showed that 52% of VCs had degrees from a small cluster of 10 schools (hardly worth naming which ones, right?) and a staggering 87% were Caucasian." Tech's diversity problem rages on! blogs.wsj.com/accelerators/2…