On this episode, we speak with startup lawyer, Mark Asfar, about the fast-paced legal issues involving startups and emerging growth companies. Topics: contracts & reasonable expectations for founders; AI in the startup space; representations and warranties insurance. This program contains 30 minutes of substantive content for the Law Society of Ontario’s CPD requirements.
Full Episode (54:29) Download Transcript
⚫ How can co-founders ensure that their written agreements reflect the true nature of their business relationships? (9:35)
⚫ How is artificial intelligence tangibly changing the startup space? (19:02)
⚫ How can representations and warranties insurance impact the negotiation process in an M&A context? (29:59)
⚫ Our Ask-Me-Anything segment, featuring questions submitted by patrons of the Lawyered community (38:45)
⚫ What are things that a startup lawyer can do to bring some order and structure to an early-stage startup? (39:22)
⚫ What factors should startups consider when deciding between different corporate structures, such as incorporation versus limited partnerships? (42:26)
⚫ How should founders approach equity distribution among co-founders, employees, and investors to avoid future legal disputes? (44:24)
⚫ What are some legal considerations for startups who are seeking venture capital or angel investment? (46:41)
⚫ What are some key ways in which the work of a startup lawyer differs from a “typical” corporate/commercial lawyer? (48:50)
1. Reasonable Expectations and Founder Agreements (12:23) Download
– Pereira v. TYLT Technologies Inc. (TYLTGO), 2023 ONCA 682
– “Reasonable or optimistic: Clarifying expectations when entering into vesting agreements”, Dentons ventureBeyond
2. Artificial Intelligence Growth in the Startup Space (14:13) Download
– “AI Funding Stays Strong Despite Few Billion-Dollar Rounds”, Crunchbase News, 29 Apr 2024
3. Representation and Warranties Insurance for M&A Deals (11:55) Download
– “Guide To M&A Representations And Warranties Insurance In Mergers And Acquisitions”, Forbes 14 Apr 2022
– “Market for M&A insurance to cover deals a product that is rapidly growing, says broker BMS Group”, Canadian Lawyer, 24 Aug 2021
4. Ask-Me-Anything: Startup Law (15:18) Download
⚫ What are things that a startup lawyer can do to bring some order and structure to an early-stage startup?
⚫ What factors should startups consider when deciding between different corporate structures, such as incorporation versus limited partnerships?
⚫ How should founders approach equity distribution among co-founders, employees, and investors to avoid future legal disputes?
⚫ What are some legal considerations for startups who are seeking venture capital or angel investment?
⚫ What are some key ways in which the work of a startup lawyer differs from a “typical” corporate/commercial lawyer?
About the Guest:
Mark Asfar is an associate in Dentons’ Corporate and Venture Technology and Emerging Growth Companies groups in the Ottawa office.
His legal practice focuses on capital markets, mergers and acquisitions, corporate finance, corporate reorganizations, and corporate governance matters. Practically, Mark works with new startups looking to get set up and established, as well as more mature companies that are seeking to raise money from investors or to exit via acquisition. Prior to joining Dentons, Mark was in-house as general counsel at a professional engineering and architecture firm where he was responsible for advising the board of directors on corporate governance and shareholder transactions and oversaw the company’s commercial legal matters. And before that he got his start at a boutique business law firm in the Ottawa region where he was introduced to the world of startups while also working with traditional small and medium enterprises and emerging industry clients (cannabis and crypto).
When he’s not thinking about the law Mark enjoys exploring Ottawa with his wife and dog, or exploring his hobby of tinkering with technology, including building computers and mechanical keyboards (the latter being a pandemic pastime).
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