Zasady reprezentacji spółek w stanie Delaware

W naszej pracy często reprezentujemy spółki amerykańskie, zarejestrowane w stanie Delaware, które chcą otworzyć w Polsce spółkę córkę lub zainwestować w inną polską spółkę. Posiadając pełnomocnictwo do reprezentacji tego typu spółki napotykamy problemy związane z brakiem zrozumienia systemu common law przez polskie sądy, notariuszy oraz polskich prawników. Chcielibyśmy wyjaśnić reguły dotyczące reprezentacji spółek z Delaware, aby uniknąć niejasności w tym zakresie w przyszłości. Zasada ultra vires w common law W systemie common law obowiązuje reguła ultra vires, oznaczająca działanie „ponad siły”. Zgodnie z zasadą ultra vires, ważność czynności prawnej jest niezależna od tego czy organ podmiotu lub osoba uprawniona jest umocowana do dokonania określonej czynności prawnej. Wobec czego w common law przyjmuje się domniemanie, że każdy dokument podpisany w imieniu…

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The Anatomy of a Unicorn – part 1

Everyone is aware of the dramatic growth and success attributed to companies such as Uber and Snapchat. However, not everyone may be aware of the structures used by those companies that allow for such development and progress. We did the heavy lifting for you and compared certificates of incorporation of five leading unicorns: Facebook, prior to its IPO, Palantir, Snapchat, Uber, and AirBnB. Our findings have revealed that key to the anatomy of the unicorns lay in similar founder preferences and down road economic protections for the companies’ investors. We will briefly discuss these founder and investor preferences, as found in the certificates of incorporation. Founder Preferences A unicorn tends to have a founder-friendly anatomy. This is accomplished by giving founders…

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DOWN-ROUND FINANCING

Why Down-Round Financing? Down-round financing occurs when stock of a company is sold at a lower price per share than it was sold during a previous financing. Although having to choose to do a down-round may not be an ideal outcome for a company, it is a tool that comes in handy when a company is seeking new investors in times of necessity, economic uncertainty or in a chilled fundraising environment. The legal aspects of a down-round can be challenging tactically and strategically for founders and investors. Structuring a Down-Round Regardless of a company’s reason for opting to sell stock at a lower price than in its previous financing rounds, once such a decision has been made, there are various…

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Flip Transaction 101

Many foreign founders and investors that are coming to the US are full of anxiety about moving their startup there. One of the main fears is the complexity of the flip transaction. Undeniably it is complicated process and no flip is the same, but there are some basic transaction issues and standards that you should keep in mind when planning a flip transaction. In this and the next series of posts, we wanted to share our experience and shed some light on the various flip “pain points” and “myths”. As you can imagine, this arcane area of the law requires an understanding of US and foreign venture capital/startup standards, US and foreign tax implications, and cross-border planning. At the end…

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How Your Website Might be in Violation of the Children’s Online Protection Act [part 2]

In our previous post we have described what COPPA is and who is covered by its provisions. Today, we discuss what are the sanctions for non-compliance and what should be done to avoid them. How to Collect Children’s Information on Your Site/Online Service in Compliance with COPPA I have a website/I provide online services, what am I required to do? First and foremost, you need a clear and detailed privacy policy and place a link to the policy visibly on any page of the site where personal information is collected. Within the privacy policy, you need to include: any information you collect from children, the manner in which the information is used, and whether it is disclosed or shared with third parties.…

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Doing business in California? Learn how to authorize your business in the Golden State.

Nowadays, almost every founder knows about the benefits of incorporating in Delaware. However, our foreign clients often forget that the United States is a federation, which means that a separate certificate of authority to do business is required for every single state.  Consequently, as the Silicon Valley is the Mecca of pilot projects and almost all of the up-and-coming startups start and continue their business activity over there, it is important to remember a few basic formalities that need to be taken care of when you begin to conduct your business in California. First and foremost, am I doing business in California? The answer is yes if one of the following is true: You are actively engaged in any transaction…

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Founder Departure – Legalities of Painful Goodbyes

Farewells are always unpleasant and one of the hardest thing for an early stage company is the founder departure. Some examples that come to mind in recent years include Twitter and Snapchat. There are many reasons for a founder departure and things can get very messy, very quickly. Some founders might have only preliminary or oral arrangements regarding the startup or prefer to apply the lean methodology to postpone legal formation. Can it get ugly? Do you need a lawyer to remove a founder? The answer is it depends, but in general to reduce future liability (litigation) of the startup and give the remaining founders peace of mind it is advisable to have your lawyer prepare a separation agreement.  The…

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OVDP Liability and FATCA Compliance for Polish Financial Institutions

Tomasz Snazyk managing partner of the Warsaw Office was a keynote speaker at “IGA/FATCA Effective Implementation for Polish Financial Institutions”, in Warsaw on November 26-27, 2013. The conference addressed international and Polish domestic legal problems with implementing the Financial Account Tax Compliance Act (FATCA). Mr. Snazyk spoke on the Offshore Voluntary Disclosure Program (OVDP) and the information obligations of financial institutions with respect to FATCA under Polish law. More information

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American – Spanish Startup Webinar with Tetuan Valley in Spain

Italo Valerio and Stanislaw Komorowski lawyers with the New York office of the firm took part in a webinar organized by the Tetuan Valley Start-Up School on November 13, 2013. During the webinar the firm’s lawyers discussed the nuts and bolts of establishing and operating a technology company in the United States by Spanish founders, in particular timing and roadmap pre-flip. Tetuan Valley Start up School is the premier non-for-profit pre-accelerator program in Europe for emerging growth companies and tech founders in Spain.

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Tytus Cytowski at HardGamma Ventures in Poland

Tytus Cytowski managing partner of the New York office of the firm spoke at Hard Gamma Ventures, in Warsaw, Poland on the venture capital process in the United States and Poland on November 15, 2013. The panel was moderated by Krzysztof Kowalczyk, managing partner of Hardgamma Ventures, which is a leading venture capital fund in Poland.

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