MLG Startup Vlog:
Most Commonly Asked Questions by Startups,
Answered by Startup Counsel
This vlog series exists to help you understand the shape of the decisions ahead of you — not to replace the judgment of counsel who knows your specific company, your specific investors, and your specific facts. This blog is not legal advice, and they're not a substitute for counsel who can look at your specific facts, your specific investors, and your specific company.
IP Ownership Chain Integrity
Founder code from prior employers, contractor work without PIIAAs, open-source copyleft contamination, AI-generated code. Remediation cost grows over time.
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Cap Table Hygiene & Securities Compliance
SAFE/note stack, MFN side letters, undocumented advisor promises, missing 83(b)s, late Form D and blue-sky filings, accredited verification.
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Employment, Equity & Workforce Compliance
Multi-state remote workforce nexus, worker misclassification, non-compete fragmentation, 409A, ISO design, pay-transparency and pay-equity laws.
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Venture Financing Structural Pitfalls
Preference stacks, anti-dilution scope, pay-to-play, overbroad protective provisions, premature investor board control, post-money SAFE math errors.
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Co-Founder Disputes & Departure
Missing founder vesting, ambiguous IP assignments, unenforceable repurchase rights, restrictive-covenant gaps, board deadlock between co-founders.
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AI/ML Legal Risk (Vendor & User)
Training data provenance, customer data use limits, hallucination liability, output IP ownership, AI-specific reps; inbound AI tools risk to dev workflow.
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M&A Readiness — Consents & Gates
Change-of-control consents in contracts, drag-along enforceability, 280G, ISO disqualification on acceleration, R&W insurance findings, CFIUS, HSR.
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Governance, Fiduciary Duties & Board Hygiene
Conflicted director votes, related-party transactions, weak minutes, Caremark/Marchand oversight duties, Trados conflicts in down rounds and exits.
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