Ironsides / ironsides

the open legal operating system for start-up companies
https://ironsides.github.io
Creative Commons Zero v1.0 Universal
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Make and Document Structuring Choices #9

Closed kemitchell closed 9 years ago

kemitchell commented 9 years ago

This pull request removes template logic from the forms by making certain structuring choices. Those choices are documented in NOTES.md, closing #5:

  1. All purchasers agree to make 83(b) elections.
  2. No purchasers name specific personal tax advisers.
  3. All purchasers contribute "soft" (non-patent) IP for stock.
  4. The corporation does not (yet) adopt a stock compensation plan.
  5. Shares are uncertificated.
  6. The bylaws do not contain transfer restrictions.
  7. All founder stock accelerates on double trigger.
  8. All founder stock accelerates on resignation for good reason.
  9. All founder stock accelerates on acquisition if the acquirer fails to provide similar terms.
  10. Indemnification agreements include:
    1. Provision for independent counsel on change of control.
    2. Information sharing covenants.
    3. Indemnification as first resort, with subrogation.
    4. Indemnification of control persons.

Samples of resulting .docx output:

83-b-election.docx 83-b-statement-acknowledgement.docx action-of-incorporator.docx assignment-of-other-assets.docx board-resolutions.docx bylaws.docx certificate-of-incorporation.docx incorporator-certificate-of-adoption.docx indemnification-agreement.docx indemnification-agreement-resolutions.docx receipt.docx receipt-and-consent.docx secretary-certificate-of-adption.docx stock-power.docx stock-purchase-agreement.docx rule-506.docx

// cc @jboehmig

kemitchell commented 9 years ago

Would also close #6

kemitchell commented 9 years ago

Rebased