Episode 1: Incorporation/Organization
 30 min watch

You’re early in the startup journey – and face some questions with long-term implications. How should you structure the company? Allocate equity? Do you need to protect IP?

In this episode, Orrick's Aria Kashefi and John Bautista discuss:

• Choosing a C Corp or LLC – and why in Delaware?
• Structuring stock and equity ownership
• Setting up a board of directors and adopting bylaws
• Protecting IP
• Accessing common forms and documents

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Episode 2: Coming to the U.S.A. – Flip Transactions
 27 min watch

Are you an international founder? Want to move to the U.S. or find investors, employees or advisors there?

Watch this episode to hear Orrick’s Aria Kashefi, John Bautista and Kaitlin Bagby discuss flip transactions, which move a company to the U.S. They cover:

• Determining why and when to flip
• Shaping the equity ownership and structure of the non-U.S. entity
• Assessing tax risks
• Investigating alternatives, such as setting up a U.S. subsidiary
• Working with investors, board members and other interest holders

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Episode 3: Friends & Family/Angel Financing
 25 min watch

You’re raising money for a startup. Should you ask friends and family? Consider convertible-note financing? What other options do you have?

Tune in to hear Orrick’s Aria Kashefi and John Bautista cover these aspects of early-stage funding:

• The difference between friends & family and angel financing
• Benefits of using a Simple Agreement for Future Equity (SAFE)
• Why founders might want to consider convertible notes
• Corporate formalities that accompany SAFE or convertible-note financing
• Pro rata rights, a.k.a. preemptive rights, participation rights or ROFOs (Rights of First Offer)

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Episode 4: Preferred Stock Financing (Part 1 - Before the Term Sheet)
 45 min watch

You're thinking about raising venture capital. When should you start the process? How do you identify potential investors? Prepare for a pitch?

In the first of this three-part episode, Orrick's Aria Kashefi, John Bautista and Neel Lilani discuss what founders need to know about the VC funding process, including:

• Finding and connecting with VC investors
• Creating an effective pitch deck and preparing for a pitch
• Choosing an investor
• Negotiating term sheets
• When to involve outside counsel

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Episode 4: Preferred Stock Financing (Part 2 - The Term Sheet)
 41 min watch

You've received a term sheet. Venture financing beckons. What practical implications do typical deal terms have? What do you need to know to protect and grow your company?

In the second of this three-part episode, Orrick's Aria Kashefi, John Bautista and Laura Bloxham demystify deal terms in the VC funding process, answering questions such as:

• What is preferred stock? How does it differ from common stock?
• What are liquidation and dividend preferences? How do protection provisions work?
• Do investors get a seat on the board?
• What key points distinguish conversion and pro rata rights from information and registration rights?
• What mistakes have companies made while going through a financing?

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Episode 4: Preferred Stock Financing (Part 3 - After the Term Sheet)
 32 min watch

You’ve received capital from an investor to fuel your company’s growth. What kind of rights can your investor receive in exchange?

Join Orrick's Aria Kashefi, John Bautista and Laura Bloxham for the final segment in this three-part episode as they explore:

• Pro rata rights that let key investors participate in future financing
• Information rights that allow investors to monitor their investment in the company and the company’s performance
• Registration rights that investors can use to force a company to go public or, if a company has already gone public, to register the sale of investors’ shares

The hosts also discuss common mistakes they’ve seen companies make during financings.

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