Laurel Palluzi ^{Wed, Aug 28, 2024, 8:42 PM}

I've seen this with public tech companies but haven't seen many startups take this approach with voluntary departures.

Happy to send you privately the docs I signed when I voluntarily left Elastic back in 2022 + the involuntary version I have from advising a former colleague let go last Fall.

💛

2

Teddy Ellison ^{Wed, Aug 28, 2024, 8:45 PM}

Don’t think it’s necessary but many startups have started doing it, I can send through the general form I’ve seen

💛

2

Brian Scherer ^{Thu, Aug 29, 2024, 5:50 AM}

Feel free to drop the form in the  channel and I can upload @teddy 🙂

‍

Laurel Palluzi ^{Wed, Aug 28, 2024, 11:20 PM}

Very reasonable. We typically ignored these requests (but open source based company). If you're only willing to provide for compensation, it was contrary to the open source tenets, and we wouldn't bite.

🙏

1

💛

2

Andrew Grant ^{Wed, Aug 28, 2024, 11:21 PM}

Thank you! Yes, that makes sense re: differences for open source

Khan ^{Thu, Aug 29, 2024, 4:28 AM}

Yes - I have experience with these and have drafted co policies. I think it’s good to see what they have and compensate if they will agree to disclosure terms or route reporting via a bb platform like bugcrowd

🙏

1

Andrew Grant ^{Thu, Aug 29, 2024, 5:06 AM}

Thank you!

Cecilia Ziniti ^{Thu, Aug 29, 2024, 10:09 AM}

+1 to bugcrowd

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Jess Shpall Rosen ^{Tue, Aug 27, 2024, 8:43 PM}

Depends on what they have in place already and where they're located. May be as simple as an email confirming the changes but if they have an "employment agreement" in place, may be more complicated. If it's at the employee's request, I'd want to make sure this fact is documented. Certain places (NY, CA come to mind) require written notice of reduction in pay in some circumstances.  Happy to discuss

Brett Good ^{Wed, Aug 28, 2024, 1:09 AM}

I'd also check and see what happens to their equity.  Sometimes plans allow the company to extend vesting or reduce the number of shares if someone voluntarily goes to part-time.  It's also possible that vesting is tied to "full-time employment

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Tyler Hastings ^{Mon, Aug 26, 2024, 12:39 AM}

I know a good employment defense attorney I can connect you with, I'm sure they can connect you with the right tax folks at their firm if/as needed

‍

‍

Jess Shpall Rosen ^{Tue, Aug 27, 2024, 1:38 AM}

This is in my wheelhouse (I am a traditional employment lawyer). It’s probably not right for us at the moment but happy to hop on a quick call to talk through the process. Depending on how many workers there are, the cost of  legal fees can quickly exceed the amount in question so it’s wise to think through how counsel can add valu

‍

Laurice Rutledge Lambert ^{Mon, Aug 26, 2024, 1:11 AM}

Hi! I have been meaning to connect with the is group —

Jennifer Earney

Corporate Practice Manager|Senior Corporate Paralegal

mailto:jennifer.earney@agilelegal.com

tel:(302)376-6710 x.2122

Tyler Hastings ^{Mon, Aug 26, 2024, 1:52 AM}

thank you!

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Matt Margolis ^{Mon, Aug 26, 2024, 11:40 PM}

My concern with these is always if there is an insurance policy or some finite pot of money at play. If there is enough to satisfy both claims, should be ok. If it’s injunctive relief, shouldn’t be a problem.

May want some sort of joint prosecution agreement in place for the free exchanging of information.

👍

1

John Yow ^{Tue, Aug 27, 2024, 12:57 AM}

Second to Matt. I'd look into a common interest agreement for sharing information. Not sure how it applies in your state (NC right? Go Heels!) My worry for you is whether your interests are in play too?  I've been in these situations and it's easy to get caught in the worst of both worlds where you have assumed the ethical duties of an attorney but aren't getting anything out of it. Said more bluntly I'd just make sure your neighbors don't have an implicit assumption that you are solving their problems for  free.

❤️

1

Jeff Gordon ^{Tue, Aug 27, 2024, 1:00 AM}

I like the idea of a common interests doc.

In talking more with Client 1, it appears that what we can file for will be P-specific. So nothing needs to be shared. And if something does, like a piece of mutual evidence, I can ask for it without needing to break any confidence.

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Brian Scherer ^{Fri, Aug 23, 2024, 6:17 AM}

@harrison any ideas? Nicole, if you can’t find someone here, I can help connect you to somebody at Scale who can do it.

Harrison Hawkes ^{Fri, Aug 23, 2024, 6:18 AM}

Let me ask around

Harrison Hawkes ^{Fri, Aug 23, 2024, 6:33 AM}

@nicole903 this is a referral from another lawyer who knows a lot of lawyers in UT, but I have not met Chase: https://sahlegal.com/attorneys/chase-adams/

Chase apparently does a lot of RE work even though he's at a personal injury firm.

Attachments

Steele Adams Hosman - Trial Attorneys: Chase Adams - Steele Adams Hosman Personal Injury Attorney

https://sahlegal.com/attorneys/chase-adams/

‍

Dean Elazab ^{Thu, Aug 22, 2024, 2:08 AM}

I feel like that is an ethics question, so it might be by state?

Brian Scherer ^{Thu, Aug 22, 2024, 2:13 AM}

It’s by state and generally speaking, you can’t give non-lawyers any sort of fee or commission for a referral. Flat feet or otherwise. Happy to talk because I thought through a lot of this with regards to HeyCounsel.

Brian Scherer ^{Thu, Aug 22, 2024, 2:14 AM}

I’m traveling today, so I have to be a little bit short. Basically, if there are a lawyer, there’s a lot you can do. If they’re not a lawyer, it’s pretty much a general prohibition.

Teddy Ellison ^{Thu, Aug 22, 2024, 2:15 AM}

Appreciate it. That’s what I was expecting. I know in broker dealer world you can get around some things with carefully drafted language and flat fees and was hoping maybe we had something similar but not surprised by that response at all.

Dean Elazab ^{Thu, Aug 22, 2024, 2:17 AM}

Teddy the individual happened to leave $100 while walking by your house

🤣

2

Alexander Slafkosky ^{Thu, Aug 22, 2024, 2:30 AM}

My 2 cents: short answer no.

Alexander Slafkosky ^{Thu, Aug 22, 2024, 2:31 AM}

But also, how else does biglaw get a stream of startups from, eg stanford, mit, or any other hub? They (a) pay a really large fee (like $50k/year, usually marketing dollars) to be named legal partner, give 200 hours/year of pro bono early associate time on early stage work that is hard to f up, to (b) get a stream of startups that may or may not raise $1m. Defer all work until $1m is raised, and make a killing on the back end, if the power distribution works correctly.

Alexander Slafkosky ^{Thu, Aug 22, 2024, 2:32 AM}

So, to re-frame the question: what is the relationship?

Brian Scherer ^{Thu, Aug 22, 2024, 2:47 AM}

Are you sure they pay for these relationships Alex? Or do they just offer discounted services etc

Alexander Slafkosky ^{Thu, Aug 22, 2024, 2:57 AM}

Direct from horse’s mouth on money for access, pro bono, and deferral agreements

🤔

1

Laurel Palluzi ^{Thu, Aug 22, 2024, 3:06 AM}

Nothing is prohibited about a marketing relationship.

Laurel Palluzi ^{Thu, Aug 22, 2024, 3:07 AM}

It's all about how you characterize it. Referral? Hard no. Performing some kind of marketing service? Well, then they are just a vendor the same way you pay any other vendor.

✅

1

Brian Scherer ^{Thu, Aug 22, 2024, 3:20 AM}

Yes, referral would be anything where there’s a payment for an individual handoff. Of course you can pay for marketing services. There’s a murky line to be found amongst all of this…

Friend of the community, Emil Ali, would be a good resource for this. He’s an ethics counsel

✅

1

Teddy Ellison ^{Thu, Aug 22, 2024, 3:36 AM}

Yeah Emil is great. Thanks all

‍

Brian Scherer ^{Thu, Aug 22, 2024, 9:32 PM}

I’ll need more context hard for me to understand what you’re asking for. I understand AML from one point of view (money movement for consumer fintech cos). Are they looking for business ideas?

Alexander Slafkosky ^{Thu, Aug 22, 2024, 9:33 PM}

What part of us dod supply chain?

Alexander Slafkosky ^{Thu, Aug 22, 2024, 9:34 PM}

We have a great dual use team that can help navigate DOD, maybe get $1M to prove their software can help warfighter, maybe convert to sole source.

Alexander Slafkosky ^{Thu, Aug 22, 2024, 9:35 PM}

If they are just trying to find a use case, we have industry contacts that can help with that as well.

Alexander Slafkosky ^{Thu, Aug 22, 2024, 9:36 PM}

Without knowing more about them, this is hard to advise. Are they US based? US owned?

Anthony Malone ^{Thu, Aug 22, 2024, 11:07 PM}

This was a request from a colleague, let me get some more details & circle back!

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Brett Good ^{Wed, Aug 21, 2024, 4:53 PM}

It is highly unlikely that the FMV is  the par you want (0.00001), and I would never recommend granting options without a 409A valuation in this scenario.  The downside risks are too great if you inadvertently grant discounted options.  If you really think the FMV is super low still, I'd much prefer to do restricted stock, since the consequences of being wrong (missed withholding) are far more benign than 409A hellfire and brimstone.  Did their old board resolutions that granted the stock purchases years ago purport to set the FMV at $0.01?  Sometimes, companies do grant shares at a premium valuation.

Dean Elazab ^{Wed, Aug 21, 2024, 8:33 PM}

I agree, I think they should not grant without a 409(a). Also just curious about LA state law on the Par value but I know that's a longshot here.  They do not have a board consent for their initial grant when they formed the company. I took these guys on this week and they rag-tagged incorporation with a lawyer friend (really wish I could use these publicly to show why you shouldn't do that)

Jeremy Siegel ^{Thu, Aug 22, 2024, 12:04 AM}

wall of shame would be great...

Dean Elazab ^{Thu, Aug 22, 2024, 12:07 AM}

“I spent 300 to incorporate with legal zoom and it only costs me 4,000 and a year of stock holding to fix it!”

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Cecilia Ziniti ^{Wed, Aug 21, 2024, 7:51 PM}

That seems strange. I would think it as CEO she would have duty to make sure the company would have its assets in proper order and would want to sign one. If she didn’t sign, there may be others.

Maria Kwok ^{Wed, Aug 21, 2024, 8:05 PM}

Maybe check her offer letter again?  Sometimes its mentioned as an attachment, but HR forgets to attach it🤫

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1

Harrison Hawkes ^{Wed, Aug 21, 2024, 8:46 PM}

The work made for hire doctrine under the copyright act could have software that she has developed automatically assigned to the company if she were an employee when she developed it. However, in my experience, any sophisticated investor or buyer would be deeply concerned by the lack of an inventions assignment agreement that assigns all related IP to the company (largely without exception) from the CPO / CEO.

Also, I would think that she has a fiduciary duty of loyalty as an officer that she’d need to make sure not to breach.

All that said, I obviously don’t know the details so maybe there are exceptions at play.

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1

Brian Scherer ^{Wed, Aug 21, 2024, 8:47 PM}

I guess if there was work completed before her employment it might not be entirely off base for her to assert partial ownership if no assignment ever took place… sounds like it’s a chip in the negotiation for her CEO package? But also it feels weird, to @cecilias point, without knowing more about the facts

👍

2

Brian Scherer ^{Wed, Aug 21, 2024, 8:48 PM}

And second everything @harrison said

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1

Laurel Palluzi ^{Wed, Aug 21, 2024, 9:17 PM}

This isn't helpful but my reaction to this was also - huh? Did someone not provide them a CIIA for all their employees to sign back at the beginning? Even if it's woefully out of date. Something is better than nothing.

John Yow ^{Wed, Aug 21, 2024, 9:26 PM}

As you are thinking about this, be sure to check state law for where she lives. A number of states have statutes about the scope of employer rights.  I have a form I use that has a bunch of them so DM if you want me to look.

Nick Robbins ^{Wed, Aug 21, 2024, 11:06 PM}

To @cecilia yes 💯  Query whether  she has a fiduciary due as CEO or CPO to assign I am assuming she was paid as employee. Furthermore, the question worth asking her, is if she as CEO found out an engineer was taking a similar position how would she respond to that?

Nick Robbins ^{Wed, Aug 21, 2024, 11:08 PM}

I hope her board doesn’t learn about that “chip”

Brett Good ^{Wed, Aug 21, 2024, 11:10 PM}

Thanks everyone!  Total swing and a miss by a major bay area corporate law firm on this.  The company is quite valuable.

Brett Good ^{Wed, Aug 21, 2024, 11:13 PM}

Totally hear and understand the fiduciary concerns, but I don't think not signing a CIIAA is a fiduciary issue.  Execs are allowed to advocate for themselves, of course, and there are other issues at play where she doesn't feel like they're treating her equitably.

Brett Good ^{Wed, Aug 21, 2024, 11:14 PM}

This individual started low level and worked her way up.  She's been there 12-13 years

Brett Good ^{Wed, Aug 21, 2024, 11:14 PM}

so that's how the CIIAA got missed I htink

Dustin Carlton ^{Wed, Aug 21, 2024, 11:21 PM}

@brett I think you are right.  Depending on what was developed, there may be some individual rights and some conflicting corporate rights.  The company is going to want to clean this up as part of the CEO offer letter (or should want to do so), so maybe, that does sweeten the pot some for the employee.  I think they will expect the employee to "hand it over" as work done in the scope of employment with implied rights in the Company.  However, this should provide leverage for negotiating more favorable terms, including with respect to equity, severance, and bonuses.

Tyler Hastings ^{Thu, Aug 22, 2024, 2:18 AM}

I would exercise extreme caution before calling a foot fault on a company she still wants to be involved with. I think a great question here (and in many cases) is: “how will this affect the relationship?”

Dustin Carlton ^{Thu, Aug 22, 2024, 2:19 AM}

I agree.  It is a fine line to walk if they are planning to move forward together.

‍

Matt Margolis ^{Mon, Aug 19, 2024, 11:51 PM}

Familiar - is this in relation to a recent fundraise? I have used Almira Almira at Davis Graham & Stubbs in Colorado. Was great.

Neal Jagtap ^{Mon, Aug 19, 2024, 11:53 PM}

It is. Thank you. Can you tell me what their rates were generally?

Tyler Hastings ^{Tue, Aug 20, 2024, 2:19 AM}

Hi @npjagtap, I worked on cross border deals in Beijing for a couple years and so dealt with CFIUS issues on regular basis, also have dealt with them stateside at DLA Piper. Happy to chat.

Neal Jagtap ^{Tue, Aug 20, 2024, 2:22 AM}

Thanks @th! I have a call with some Treasury folks tomorrow and will reach out depending on what they want.

Tyler Hastings ^{Tue, Aug 20, 2024, 2:22 AM}

sounds good!

‍

Brian Scherer ^{Mon, Aug 19, 2024, 11:50 PM}

Well, the “thank you for accepting” pop up box has no bearing IMO. A button with a clear and conspicuous link would likely do the trick… but there’s a risk calculus too. Is this a high stakes contract, or just a standard T&C? For the former, I’d look into ESIGN requirements. For the latter, I’d follow common UI patterns you see when signing up for most online services.

Brian Scherer ^{Mon, Aug 19, 2024, 11:51 PM}

I’m not an expert here so curious to know what folks with deeper expertise in electronic signatures have to say

Julia A. Clayton ^{Tue, Aug 20, 2024, 12:28 AM}

Admittedly not a direct answer, but fast forward to litigation, and I think you might have evidentiary issues establishing that those proffered terms were A) reviewed by the customer and B) consented to by the customer.

Brian Scherer ^{Tue, Aug 20, 2024, 12:32 AM}

@jac agree that becomes the issue an issue if the terms are not clearly and conspicuously surfaced and accessible, and if you fail to maintain records on who clicked (with a pretty ironclad tracking system that ties the recipient to an account or id tag).

Brian Scherer ^{Tue, Aug 20, 2024, 12:33 AM}

However, without more context, really hard to say. If they’re signing up for life insurance… probably should have something a bit more ironclad. If they’re agreeing to an updated website T&C… it should be fine to do via a button in an email

👍

1

Nicole Strothman ^{Tue, Aug 20, 2024, 1:22 AM}

it would be a membership T&C - $300 a year cost to the consumer

Brian Scherer ^{Tue, Aug 20, 2024, 1:34 AM}

Nicole, happy to discuss in more detail. The idea of a button CTA to accept a membership subscription doesn’t overly concern me.  A lot will depend on how it appears and how the users get there. However, CA has its own auto-renewal law to consider as well: https://www.dglaw.com/californias-amended-automatic-renewal-law-takes-effect-july-1-2022-what-subscription-based-companies-need-to-know/. The after-purchase pop-up could be helpful in that regard.

Attachments

Davis+Gilbert LLP: California’s Amended Automatic Renewal Law Takes Effect July 1, 2022: What Subscription-Based Companies Need to Know

https://www.dglaw.com/californias-amended-automatic-renewal-law-takes-effect-july-1-2022-what-subscription-based-companies-need-to-know/

Maria Kwok ^{Tue, Aug 20, 2024, 1:43 AM}

We did this and we did have.a modal to have consumers re-accept new TOS and an email to explain what are the changes to the TOS about.

Maria Kwok ^{Tue, Aug 20, 2024, 1:44 AM}

For charges of membership or any recurring fees, we had a separate consent before any charges.  If this is embeded in your TOS, you must have a link of how to cancel recurring charges.

Maria Kwok ^{Tue, Aug 20, 2024, 1:45 AM}

Lastly, for healthcare companies, especially those that involve medical services, a breakdown price break down/Fee disclosures.  (We also had a FMV conducted, but this is more detail than you were asking ;))

Happy to discuss if you like.

‍

Brian Scherer ^{Sat, Aug 17, 2024, 9:21 PM}

We have some folks at our firm (Scale) if you'd like me to reach out, let me know @jac

Jess Shpall Rosen ^{Mon, Aug 19, 2024, 11:22 PM}

Michael R. Gordon

GordonLaw LLP

D.  tel:9142329500

M. tel:9146716873

mailto:mgordon@gordonlawllp.com

http://www.gordonlawllp.com

Kristie M. Blase

FELICELLO LAW P.C.

Phone tel:+12125847806 Mobile tel:+13012735409

Web http://www.felicellolaw.com Email mailto:kristie@felicellolaw.com

Samuel L. Butt

Schlam Stone & Dolan LLP

mailto:sbutt@schlamstone.com

http://www.schlamstone.com

Direct: tel:2126121234

Kimo S. Peluso

Sher Tremonte LLP

Tel: tel:2123002442

mailto:kpeluso@shertremonte.com

http://www.shertremonte.com

💛

1

Julia A. Clayton ^{Tue, Aug 20, 2024, 1:05 AM}

Thanks for the names and firms. We are covered for now.

‍

Brian Scherer ^{Fri, Aug 16, 2024, 7:52 AM}

@llambert @jennee @delarams  might?

John Yow ^{Fri, Aug 16, 2024, 9:08 AM}

Since we don't have one in the network, I'll suggest https://donahue.com/attorneys/dawn-newton/

💛

1

Attachments

Donahue Fitzgerald LLP: Oakland Franchise Attorney | (IP) Intellectual Property Lawyer | Dawn Newton

https://donahue.com/attorneys/dawn-newton/

Matt Margolis ^{Fri, Aug 16, 2024, 7:03 PM}

Can help here

‍

Brian Scherer ^{Thu, Aug 15, 2024, 11:58 PM}

I can ask around as well for tips on something like this, but nothing on hand. Tagging @p.nuernberger just on the off-chance he may know

Phil ^{Fri, Aug 16, 2024, 12:19 AM}

Hi Dean, initial thoughts are that you can use a simple US style IP assignment agreement as long as you have a schedule listing in sufficient detail all the IP to be assigned. And if the IP is registered, you’ll of course have to ensure that the registrations are changed to the new owner (the US company) and depending on where you have the IP registered, the registering authority may require notarization of the assignment agreement (or other documents evidencing the assignment and/or assignee’s or assignor’s authority to sign the assignment agreement).

Alexander Slafkosky ^{Fri, Aug 16, 2024, 3:10 AM}

@dean happy to chat, but slightly different requirements if for trademarks/source ID, patents/inventions, copyrights/works, and data

Syeda ^{Fri, Aug 16, 2024, 3:56 AM}

Hi Dean. The asset transfer seems clunky. There are creative M&A ways to do it in a much easier way. For example Delaware allows the "domestication" of foreign entities into the state and that transfers over all assets (IP) and liabilities (employees) by operation of law. Depending on your facts this could more cost effective in the long run for your client.

Dean Elazab ^{Fri, Aug 16, 2024, 3:58 AM}

The issue with domestication is that they had a lot of handshake agreements and whatnot and really want a clean start. So I was thinking starting fresh with good clean corporate documents and a 2 page IP agreement moving over all IP seems like an easy route. The company in Germany really didn’t do much and is only 2 people so I think a new company is a good idea. But would love to hear more about what other options you think are better

Syeda ^{Fri, Aug 16, 2024, 4:02 AM}

OK - wanting a clean start seems good and you can use an IP assignment for it. I will send you one.

Dean Elazab ^{Fri, Aug 16, 2024, 7:57 AM}

That would be amazing! Thank you. Yeah I wanted to go merger/redomestication and then heard how the german company was run and realized starting with my own documents and vesting would be the best.

‍

Maria Kwok ^{Wed, Aug 14, 2024, 12:19 AM}

Your client can also consider extending the option exercise period, i.e. 3 months to 1 year.

Laurel Palluzi ^{Wed, Aug 14, 2024, 12:21 AM}

But that still loses ISO status, right? Though I agree the extended option period is ideal. They could still bring on as an advisor, but I would recommend a new stock option agreement for such a role.

Maria Kwok ^{Wed, Aug 14, 2024, 12:23 AM}

I think that still keeps the ISO status?!  I havr to back to the option amendment and check

Nick Robbins ^{Wed, Aug 14, 2024, 12:27 AM}

You need to double check with your Erisa tax person but an extension while employed as w2 I believe will maintain the iso status. However most employees end up blowing iso treatment by exercising and selling v exercising and holding and then selling. Personally I’d be most interested in a healthy PTEP period - 1-2 years v iso status.

🤔

1

Dean Elazab ^{Wed, Aug 14, 2024, 12:31 AM}

Got it, yeah they are in a tough spot and really cant afford any fees, so just trying to think of the simplest way for them to give the best benefits to the employees being laid off

Brett Good ^{Wed, Aug 14, 2024, 12:36 AM}

Happy to chat Dean!  I deal with this sort of thing all the time.  It can destroy ISO tax status and you'll want specific verbiage in the separation agreement to make sure there aren't any footslips for 409A and the equity plan as well.  Basically, an extension of the PTEP is treated as a modification for purposes of the ISO rules, so you need to re-meet all the ISO requirements in order for it to continue to qualify.  Common issues here include the person executes the amendment no longer as an EE or hte ISOs have built in gain.

Brett Good ^{Wed, Aug 14, 2024, 12:38 AM}

Also important to note is that the ISO rules require you to exercise within three months following your termination of EMPLOYMENT - so if you switch to a contractor, even if you otherwise keep vesting, you have to exercise within 3 months of the date you cease being an employee in order to secure ISO status.

Dean Elazab ^{Wed, Aug 14, 2024, 2:22 AM}

Got it, yeah let me bring this up to him and see what he ultimately chooses and I will let you know so we can discuss. Thank you so much!

‍

Chris Jones ^{Wed, Aug 14, 2024, 1:49 AM}

Series Seed docs are probably good in this context. Depends on the rights/preferences the investor will have. If LLC, could be as simple as a unit purchase agreement w/ some amendments to the operating agreement.

Tyler Hastings ^{Wed, Aug 14, 2024, 2:21 AM}

agreed. need more information but most likely the company would authorize and issue new shares itself.

a purchase of current shares is different as the proceeds would go the seller, not the company.

Happy to discuss further if you would like.

Dean Elazab ^{Wed, Aug 14, 2024, 2:23 AM}

I second using the Series Seed Investment Agreement to do a quick and dirty priced round with protections.

Nicole Strothman ^{Wed, Aug 14, 2024, 3:35 AM}

thanks would anyone be available to do a quick review of a term sheet I set up and I can pay you for the (hopefully reasonable) review? i would assume more work would come from this! my email is mailto:nicole@venturelegaladvisors.com

Dean Elazab ^{Wed, Aug 14, 2024, 3:39 AM}

Yes, will respond now!

‍

Brian Scherer ^{Tue, Aug 13, 2024, 11:08 PM}

This might be in @ted's area, or he may know who can help you and your client

Ted Little ^{Tue, Aug 13, 2024, 11:11 PM}

Thanks for the tag, Brian.

@th I routinely advise folks on QSBS eligibility questions, so happy to help with this. Why don’t you shoot me an email (ted@tedlittlelaw.com) and we can find a time to chat.

Tyler Hastings ^{Tue, Aug 13, 2024, 11:13 PM}

thanks! will do

‍

Khan ^{Tue, Aug 13, 2024, 3:57 AM}

the FTC used to have a ton of guidance + q&a on this in their website. they may have reworked it, not sure if anything specifically on tooltips. if not, maybe check the kelly drye blog? they do a lot of ads work.

Jeremy Siegel ^{Tue, Aug 13, 2024, 4:37 AM}

FTC isn’t granular enough. Will check Kelley Drye!

Cecilia Ziniti ^{Tue, Aug 13, 2024, 7:27 AM}

honestly this is a “know it when i see it” thing. they had guidance on below the fold on instagram - IIRC it was not ok - will find.

Jeremy Siegel ^{Tue, Aug 13, 2024, 7:29 AM}

Yeah that’s the whole “unavoidable” bit

Cecilia Ziniti ^{Tue, Aug 13, 2024, 7:31 AM}

i think the older .com guidance like this is helpful eg.

https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf

When a space-constrained ad requires a disclosure, incorporate the disclosure into the ad whenever possible. However, when it is not possible to make a disclosure in a space-constrained ad, it may, under some circumstances, be acceptable to make the disclosure clearly and conspicuously on the page to which the ad links.

Cecilia Ziniti ^{Tue, Aug 13, 2024, 7:32 AM}

i think if i had data on how often the tooltip was hovered over i’d feel better about it

Jeremy Siegel ^{Tue, Aug 13, 2024, 7:32 AM}

Linking seems even further away than a hover imo

✅

2

Jeremy Siegel ^{Tue, Aug 13, 2024, 7:33 AM}

I guess what the hyperlink language itself kind of controls too

Jeremy Siegel ^{Tue, Aug 13, 2024, 7:33 AM}

“Sponsored Content” vs “learn more” or “disclosure”

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1

Jeremy Siegel ^{Tue, Aug 13, 2024, 7:34 AM}

Wish they would update this! 2013!!

Khan ^{Tue, Aug 13, 2024, 7:35 AM}

Yea, that’s the FTC guidance I was thinking of - the 2013 one. I would maybe look at Infolinks - they’ve been around forever and do in-text advertising. I don’t think they’ve ever had an enforcement action but they’re not US based (maybe have a US office now, not sure).

Jeremy Siegel ^{Tue, Aug 13, 2024, 7:50 AM}

Yea that’s the other thing - enforcement is really only for egregious things

💯

2

Cecilia Ziniti ^{Tue, Aug 27, 2024, 7:23 PM}

http://Care.com ftc settlement this week - maybe some useful info? https://www.instagram.com/p/C_J13WCu2ZU/?igsh=MzRlODBiNWFlZA==

Nicole Strothman ^{Mon, Sep 2, 2024, 2:10 AM}

@jeremy.siegel Let me know if you found anything on this, interested in well.

Jeremy Siegel ^{Mon, Sep 2, 2024, 2:11 AM}

FTC asked for public comment on an update the the 2013 guide in 2022 and hasn’t posted any updates since unfortunately

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John Yow ^{Thu, Aug 8, 2024, 5:34 AM}

Some.  Will DM you and see if helpful.

Alexander Slafkosky ^{Thu, Aug 8, 2024, 6:10 AM}

Yeah, what type?

Anirudh Rao ^{Thu, Aug 8, 2024, 3:48 PM}

Yes - happy to assist

Laurel Palluzi ^{Thu, Aug 8, 2024, 3:55 PM}

Same!

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Brian Scherer ^{Thu, Aug 8, 2024, 11:13 PM}

+ Angellist - these are the best three

Brian Scherer ^{Thu, Aug 8, 2024, 11:14 PM}

@dean try to keep in thread pretty please with cherry on top 🍒 🙏

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Jennee DeVore ^{Sat, Aug 10, 2024, 9:35 PM}

I'd love to hear where you land! I have two clients that hate Carta because they're always trying to upsell and feel that each year they don't buy their premium services their experience gets worse 😞

Jeremy Siegel ^{Mon, Aug 12, 2024, 11:45 PM}

i would warn against pulley for one reason - your founder may not use the power wisely - it allows you to make very pretty offer letters and hire folks through it that i think makes it too easy to mess up the hiring process

Tyler Hastings ^{Tue, Aug 13, 2024, 11:29 PM}

I met some guys from Cake who were pretty cool - haven't used the platform though.

In my experience Carta is the standard.

What's really fun is when you have mid/late-stage companies that insist on using excel only

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Christian Brown ^{Wed, Aug 7, 2024, 1:02 AM}

This has been my go-to for about 10 months:

https://apps.apple.com/us/app/toggl-track-hours-time-log/id1291898086

Why I Use It:

Simple

Free (on iOS) and can be used across my Mac, iPad, iPhone etc. although I use it on my phone as a widget the most

Decent Native Reporting

Customize time-entries with project and client tags in addition to your time entry description

Sync with your calendar to create auto-time entries

Compatible with Siri

Offline mode that syncs when you reconnect WiFi so you can still track and sync offline (usually on a plane or in the middle of no where for me lol)

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Brian Scherer ^{Wed, Aug 7, 2024, 1:08 AM}

@rich have you tried any of the new AI tracking tools? I got a demo for PointOne and I enjoyed it. I don't use them because I don't need it right now... but as things scale I might soon

Rich Sapien ^{Wed, Aug 7, 2024, 1:10 AM}

I tried them! I like the team a lot. Still feel iffy about privacy/security (with these tools generally not them specifically) and I like to feel like I’m in control and not worry about whether it captures stuff correctly, but will revisit this over time

Brian Scherer ^{Wed, Aug 7, 2024, 1:11 AM}

Yeah. Give and take. But I like the idea that it overcaptures (or captures time you wouldn’t normally capture)… even if you don’t bill it, it’s nice to show it on an invoice and say “look at this work I did and didn’t bill you for” 😁

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Brit Boessel ^{Wed, Aug 7, 2024, 1:14 AM}

I've been using Harvest: https://www.getharvest.com/  I like the daily quotes about time, haha 😄 It's around $13-15/month, use my browser.

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Attachments

Time Tracking Software With Invoicing | Harvest

https://www.getharvest.com/

Cecilia Ziniti ^{Wed, Aug 7, 2024, 1:19 AM}

I used harvest when I had a bigger fractional practice. It’s not great about accommodating, both hourly and flat but for the core time tracking I found it was helpful.

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Jason Soni ^{Wed, Aug 7, 2024, 3:11 AM}

I use Harvest as well.  Works well with Quickbooks (with some mapping fixes).

:thumbsup_all:

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Laurel Palluzi ^{Wed, Aug 7, 2024, 5:28 AM}

Zohobooks, which is my overall accounting / invoicing platform. I really like that I can track my hours on flat rate projects for my own understanding after-the-fact.

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Laurel Palluzi ^{Wed, Aug 7, 2024, 5:30 AM}

I like having a system all-in-one-place because I am lazy. Also helps that, when I have expenses, I can tie them directly to the client to attach to the invoice with the project. So more expensive than Harvest (I paid less than $600 for the year back in March).

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Jeff Brom ^{Wed, Aug 7, 2024, 6:48 PM}

Is there a clause on handling conflicts between the agreement and purchase order? Typically the master agreement will be specified as controlling. Though on the buyer’s side, I have pushed for the PO to control, too. If silent, you may have some options. What are you trying to accomplish?

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Laurel Palluzi ^{Wed, Aug 7, 2024, 7:30 PM}

Agreed. I'd also check for any terms that say the PO is for administrative purposes only and all additional or conflicting terms will be disregarded. It should be in the entirety clause -- but sometimes it's in other sections like the ordering section.

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Harrison Hawkes ^{Wed, Aug 7, 2024, 9:51 PM}

@anthony I include a sentence like one of the following in the PO/order form (or underlying agreement if the client prefers that to control):

If there is any inconsistency between this Order Form and the Terms & Conditions, this Order Form shall govern.

If there is a conflict between this Order Form and the Terms & Conditions, this Order Form shall govern.

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Brian Scherer ^{Thu, Aug 8, 2024, 5:04 AM}

I don't see a TCPA issue. Perhaps an accessibility concern? ADA? I'm not aware of strict phone requirements for customer service for companies generally, but certain industries may have requirements (financial services, healthcare, etc). I also think lack of service via phone leads to higher incidence of complaints, which is always a risk

Brian Scherer ^{Thu, Aug 8, 2024, 5:06 AM}

Also - CCPA and some privacy statutes require toll-free #s depending on business type for data privacy requests - so that's worth looking into if it applies

Laurel Palluzi ^{Thu, Aug 8, 2024, 8:29 AM}

@brock - this is not my expertise but this is what I found (via GC AI):

CCPA

The California Consumer Privacy Act (CCPA) requires businesses to provide a toll-free telephone number for consumers to submit requests regarding their personal information. However, there are certain exemptions to this requirement. According to an amendment (AB-1564), businesses that operate primarily in-person but also have a web presence must provide at least three methods for consumers to submit requests, including a web form, a toll-free phone number, and a paper form. For businesses operating in-person without a website, they must offer at least two methods: a toll-free phone number and a paper form submitted in person or by mail.

Businesses operating exclusively online and directly with consumers are exempt from providing a toll-free phone number. Instead, they must provide at least an email address and a web form for consumers to submit requests. It's important to note that businesses must also provide at least two methods to support the right to delete personal information, which the channels listed above fulfill.

Consumer Protection Laws and Telephone Options:

The Telephone Consumer Protection Act (TCPA) does not mandate businesses to provide a telephone option for consumers. It primarily restricts telemarketing calls and the use of automated telephone equipment (https://www.fcc.gov/sites/default/files/tcpa-rules.pdf).

Consumer protection laws at the federal and state levels, such as the FTC Act, Dodd-Frank Act, and others, focus on preventing deceptive practices and ensuring fair treatment of consumers. They do not specifically require a telephone option for consumer interactions (https://iclg.com/practice-areas/consumer-protection-laws-and-regulations/usa).

Telecommunications Requirements:

The TCPA regulates the use of telephone equipment and automated dialing systems but does not impose a requirement to provide a telephone number for customer service. The act is more concerned with protecting consumers from unwanted solicitations and ensuring privacy (https://www.fcc.gov/sites/default/files/tcpa-rules.pdf).

The Federal Communications Commission (FCC) has issued rules regarding consent for telemarketing calls and texts, which imply that a telephone number must be used for obtaining consent, but this does not translate into a requirement to provide a telephone option for customer service (https://www.goodwinlaw.com/en/insights/publications/2024/02/insights-finance-cfs-yir-telephone-consumer-protection-act).

Americans with Disabilities Act (ADA):

The ADA requires businesses to ensure accessibility for individuals with disabilities, which may include providing a telephone option if it is necessary for accessibility. However, the ADA does not universally mandate a telephone option for all consumer interactions.

In conclusion, there is no explicit legal requirement at the federal level mandating businesses to provide a telephone option for consumers. The focus of the laws is on preventing unwanted solicitations and protecting consumer privacy, rather than on the means of communication businesses must offer. However, specific regulations, such as those under the ADA, may require a telephone option to ensure accessibility for individuals with disabilities.

Attachments

International Comparative Legal Guides International Business Reports: Consumer Protection Laws and Regulations Report 2024 USA

https://iclg.com/practice-areas/consumer-protection-laws-and-regulations/usa

2023 Year in Review: Telephone Consumer Protection Act | Insights & Resources | Goodwin

https://www.goodwinlaw.com/en/insights/publications/2024/02/insights-finance-cfs-yir-telephone-consumer-protection-act

Brock Wanless ^{Thu, Aug 8, 2024, 6:53 PM}

Thank you!

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