Office Hours with Vela Wood

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Office Hours is a podcast hosted by venture attorneys at Vela Wood, a boutique corporate law firm based in Dallas, TX, covering general issues related to small businesses and startups.

Vela Wood

  • Jan 16, 2020 LATEST EPISODE
  • infrequent NEW EPISODES
  • 22m AVG DURATION
  • 40 EPISODES


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Latest episodes from Office Hours with Vela Wood

Insider’s Guide to Finance

Play Episode Listen Later Jan 16, 2020 46:00


Kevin was interviewed by The Insider's Guide to Finance podcast about properly navigating your company through the stages of financing. Check it out!

Preparing for Funding Ep7: Seed Round

Play Episode Listen Later Apr 2, 2018 24:23


In this episode, we discuss what constitutes a seed round in Dallas and contrast the three potential structures of a seed round - equity, convertible note, and a SAFE.

Preparing for Funding Ep6: Accelerators/Incubators

Play Episode Listen Later Mar 20, 2018 14:40


In this episode, we discuss why we're not big fans of accelerators, the types of accelerators we do think provide value and are worth participating in, and the clauses to watch out for in an accelerator's program participation agreement.

Preparing for Funding Ep5: Initial Sophisticated Investors

Play Episode Listen Later Mar 15, 2018 17:38


In this episode, we discuss qualifications for accredited investors, how to find angel investors, how angel syndicates work, which metrics you need to know for a pitch meeting, and how to respond to getting a "no." 

Preparing for Funding Ep4: Pitch Decks

Play Episode Listen Later Mar 8, 2018 21:08


In this episode, we discuss what makes a great pitch deck, the best uses of an appendix, how to get warm introductions to investors, and restrictions on general solicitations.

Preparing for Funding Ep3: Friends & Family Funding

Play Episode Listen Later Mar 6, 2018 17:53


In this episode, we discuss how to mitigate the risks of Friends & Family funding, which include disproportionate valuations, violating SEC and state securities laws, and messy cap tables.

Preparing for Funding Ep2: Founders Agreements

Play Episode Listen Later Feb 26, 2018 25:18


In this episode, we discuss the difference between vesting and reverse vesting, confidentiality agreements and assignment of intellectual property, restricted stock and 83(b) elections, ROFR, and Class F founders stock.

Preparing for Funding Ep1: Incorporation

Play Episode Listen Later Feb 19, 2018 26:33


In this episode, we discuss why your company's legal matters, lifestyle businesses v. venture-backed businesses, whether you should form your entity as a corporation or LLC, implications of the new tax code, and the filing requirements for entity formation.

VDR Ch. 16: Legal Things Every Entrepreneur Should Know

Play Episode Listen Later Nov 22, 2017 28:30


In this episode, we discuss wage claims, entity types, accredited v. non-accredited investors, 83(b) elections, and 409A valuations.

VDR Ch. 15: Why Do Term Sheets Even Exist?

Play Episode Listen Later Nov 10, 2017 17:51


In this episode, we discuss what the term sheet negotiation process establishes, as well as transaction costs and reputation constraints. 

VDR Ch. 14, Part 2: Letters of Intent

Play Episode Listen Later Nov 1, 2017 22:53


In this episode, we discuss when to ask for a breakup fee, conditions precedent, and extended no-shop periods. 

VDR Ch. 14, Part 1: Letters of Intent—The Other Term Sheet

Play Episode Listen Later Oct 27, 2017 22:32


In this episode, we discuss the difference between an asset deal and stock deal, forms of consideration, earnouts, and representations & warranties.

VDR Ch. 13: Issues at Different Financing Stages

Play Episode Listen Later Oct 16, 2017 21:43


In this episode, we discuss runaway valuations, party rounds, and board control. 

VDR Ch. 12: Raising Money the Right Way

Play Episode Listen Later Oct 12, 2017 22:07


In this episode, we discuss what your venture attorney's role is - and isn't - in raising money, expectations for your Friends and Family Round, and best practices when emailing potential investors.

VDR Ch. 11: Negotiation Tactics

Play Episode Listen Later Oct 2, 2017 20:07


In this episode, we discuss the role of your lawyer in a term sheet negotiation, when and how to walk away from a deal, and the best ways to prepare for a negotiation.

VDR Ch. 10: How Venture Capital Funds Work

Play Episode Listen Later Sep 28, 2017 31:47


In this episode, we discuss typical management fees and carried interest structures, clawback provisions, the difference between capital calls and blind pools, and the difference between corporate VC arms and strategic investors. 

VDR Ch. 9: Crowdfunding

Play Episode Listen Later Sep 20, 2017 24:05


In this episode, we discuss product, charity, and equity crowdfunding, company types that best fit crowdfunding, the importance of being familiar with securities regulations and exemptions, and the future of crowdfunding.

VDR Ch. 8: Convertible Debt

Play Episode Listen Later Sep 11, 2017 32:37


In this episode, we discuss the pros and cons of using convertible debt from both an investor and company perspective, the three different scenarios that will cause a conversion, and when you should and shouldn't use KISS or SAFE agreements. 

VDR Ch. 7: The Cap Table

Play Episode Listen Later Sep 5, 2017 21:51


In this episode, we discuss best uses of cap tables, online cap table management platforms, and how VCs and companies each approach calculating price per share.

VDR Ch. 6, Part 2: Other Terms of the Term Sheet

Play Episode Listen Later Aug 28, 2017 23:24


In this episode, we discuss restriction on sales, assigning confidential information to the company, tag along rights, no-shop agreements, and indemnification clauses. 

VDR Ch. 6, Part 1: Other Terms of the Term Sheet

Play Episode Listen Later Aug 21, 2017 28:17


In this episode, we discuss the difference between compounding and non-compounding dividends, why VCs ask for redemption rights, when conditions precedent matter, what's included in information rights, and suggested thresholds for registration rights and ROFO.

VDR Ch. 5: Control Terms of the Term Sheet

Play Episode Listen Later Aug 7, 2017 34:35


In this episode, we discuss which activities a company's board of directors must approve, how long a company should keep control of its board, the difference between a board member and board observer, and negotiating a threshold for protective provisions. 

VDR Ch. 4, Part 2: Economic Terms of the Term Sheet

Play Episode Listen Later Aug 1, 2017 26:24


In this episode, we discuss why venture-backed startups must vest their equity, why you shouldn't give employees Restricted Stock Purchase Agreements, how to get VCs to agree to a smaller option pool, and the difference between full ratchet anti-dilution and weighted-average anti-dilution.

VDR Ch. 4, Part 1: Economic Terms of the Term Sheet

Play Episode Listen Later Aug 1, 2017 24:25


In this episode, we discuss why the difference between pre-money valuation and post-money valuation matters when negotiating with a VC, why price per share is critical in later financing docs, what is included in a fully-diluted basis, why accepting a lower valuation can be the best option, the difference between participating preferred stock and non-participating preferred stock, and why play-to-pay scenarios are no longer common.

VDR Ch. 3: Overview of the Term Sheets

Play Episode Listen Later Jul 24, 2017 20:57


In this episode, we discuss who is responsible for providing the term sheet, which parts of a term sheet are binding, the different types of term sheets, and what should be included in a term sheet. 

VDR Ch. 2: How to Raise Money

Play Episode Listen Later Jul 18, 2017 29:46


In this episode, we discuss how to determine how much money to raise, how to prepare a pitch deck, whether or not you need a PPM, four key roles of a lead investor, and first practical steps after deciding to raise money. 

Venture Deals Review Ch. 1: The Players

Play Episode Listen Later Jul 11, 2017 34:17


In this episode, we discuss the non-monetary value your VC should provide, issues with Friends and Family financing, how the angel investor ecosystem has evolved, and how paying advisors success fees can violate SEC laws. Note: We recommend listening VDR Ch.16 first, before VDR Ch.1

Term Sheets 101: Convertible Debt v. Equity (Part 1)

Play Episode Listen Later Aug 29, 2016 52:33


If you're a startup looking to raise capital, here is some of the basic language you need to know.

Term Sheets 101: Convertible Debt v. Equity (Part 2)

Play Episode Listen Later Aug 9, 2016 4:02


If you're a startup looking to raise capital, here is some of the basic language you need to know.

Interview: Daniel De Valdenebro Of LiftFund

Play Episode Listen Later Oct 22, 2015 16:00


Kevin interviews Daniel De Valdenebro of LiftFund about alternative lending sources for small businesses. 

Terminating Employees – The Do’s And Don’ts

Play Episode Listen Later Feb 5, 2015 17:26


In this episode, we discuss the do's and don'ts of terminating employees. A must listen for any small business owner or startup.

What Does Choice Of Law Mean?

Play Episode Listen Later Jan 27, 2015 13:44


You know all of those provisions at the end of contracts and agreements under "Miscellaneous"? Do you ever wonder what they mean? In this episode, we discuss choice of law, venue, and attorneys' fees.

Interview: Dorie Pickle Of Creative Pickle

Play Episode Listen Later Oct 3, 2014 15:36


Kevin interviews Dorie Pickle, the founder and director of Creative Pickle, an Austin-based digital agency, about running her own business.

Interview: Matt Alexander Of Need

Play Episode Listen Later Sep 16, 2014 17:52


Kevin interviews our client Matt Alexander about his experience launching a curated fashion startup.

Avoiding The Automatic Renewal Trap

Play Episode Listen Later Jul 23, 2014 14:52


Some contracts "automatically renew" unless you affirmatively reject the renewal period. In this episode, we discuss this litigation trap, and how to avoid it.

Classifying Workers As Independent Contractors – Common Pitfalls

Play Episode Listen Later Jul 14, 2014 16:00


In this episode, we discuss some common pitfalls when classifying workers as independent contractors.

Starting A New Business? Here’s What They Haven’t Told You (Part 2)

Play Episode Listen Later Jul 3, 2014 15:30


The last 5 of 10 things we’ve learned about starting a new business.

Starting A New Business? Here’s What They Haven’t Told You (Part 1)

Play Episode Listen Later Jun 27, 2014 13:46


The first 5 of 10 things we've learned about starting a new business.

Thoughts On Domain Name Extensions

Play Episode Listen Later Jun 24, 2014 9:30


Choosing a domain name is important. Don't choose the wrong extension.

What Should We Name Our Podcast?

Play Episode Listen Later Jun 20, 2014 5:58


In our first episode, we introduce ourselves and seek a little outside help in coming up with a better name than "Podcast."

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