US Entity Structures: Legal, IP and Tax Considerations

Our fast-growing startup community has oftentimes seen companies that start from Greece expand overseas to the point where most of their revenue originates from the United States. At the same time, doing business in the US comes with certain legal considerations on a broad range of issues, ranging from customer contracts to IP terms to employee matters to corporate and sales tax.

With that in mind, we felt it would be useful to further explore the US legal & tax system, as well as the entity structures that can be set up in the US, with the benefits and implications each one bares. Last week, Marathon hosted our latest Greek Tech Finance Network event with an agenda devoted to Greek startups entering the US. We had the pleasure to host the international law firm Foley & Lardner, sharing practical insights on US incorporation, tax and IP matters.

Corporate lawyer, David Kantaros, started with a presentation summarizing the pros & cons of each of the different structures that a foreign company with US presence may adopt, covering from subsidiaries vs branches to Delaware setups and flips. Tax expert, Ashley May, walked us through the underlying tax implications in each case, while Chris McKenna, IP expert and ex-founder, took us through the Intellectual Property considerations, protection strategies and points that could turn up in future due diligence. We also had the opportunity to explore the different Visa types that can be issued and the requirements for the relevant E1 Visa and L1/Blanket, as well as discuss commonly used fundraising structures, such as convertible notes, preferred stock, etc.

We believe such discussions are of broader interest for founders and CFOs, and are happy to make the contents of these presentations public. While these materials do not stand for legal advice, we believe they help shed light on the tax and legal aspects of doing business in the US. Stay tuned for further materials to be added to our resources for entrepreneurs coming soon.

None of this post, links to documents, or video, constitutes legal advice from either Marathon nor Foley & Lardner. Specialist legal advice should be taken in relation to specific circumstances. The contents of this webpage are for general information purposes only. Some of the material on this site may have been prepared some time ago. Please contact us if you need comprehensive and up-to-date information on the above.

Standard Employment and Contractor Agreements

Today we are making public two legal documents that are amongst the most sought after by any founder: the Standard Employment Agreement and the Standard Independent Contractor Agreement. These documents define the relationship between each employee / contractor and the company; they need to be signed by both parties before any working relationship is established.

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Series A Fundraising Guide

If you raised a Seed round, sooner or later you’ll be fundraising – again. This is a short guide that can help you master the process.

A. Principles

– A core part of a CEO’s job is to secure the resources for your team to execute the company’s mission.

– You should expect that you will be spending a significant part of your time on fundraising-related issues going forward.

– At the same time, being successful in fundraising is a big part of building a successful company – there is no shortcut or workaround, and this is not time wasted.

– Fundraising is about being religious in doing the small things right; as long as you establish a discipline about it, things become straightforward.

B. Preparation

This is what you need to begin the process (in decreasing level of difficulty):

i) Deck – This should include some context about the problem (why it’s big), your approach (why it’s unique), your team (why you’re the ones), early validation (how it’s winning), next steps (where you’ll be in a year or two) and grand vision (your version of the world). It should be easy to read and appealing enough to get you a meeting.

ii) Spreadsheet – A budget for the next couple years, similar to the one you may have prepared before, to be shared a bit later with those who want to dig deeper on assumptions and targets; it should be ambitious yet realistic, also flexible enough to readjust based on round size.

iii) List – A list of all investors you want to go after, to be used in a fashion similar to a CRM (i.e., track progress across the pipeline, etc.); these are either leads you’ve been in touch with, or new ones you and your partners will be reaching out to.

C. Execution

Here’s your action list:

i) Define position and narrative, set targets for the next couple years, then put together the above materials – make sure that everything is top-notch, doing justice to your team’s efforts so far.

ii) Do the pitch to 3-4 friendly VCs that are not top of your list to make sure your narrative is clear and well-received, or fix any weak points that may occur (if the reception is not enthusiastic, you need to take a step back and iterate until it becomes such).

iii) As long as you become comfortable the pitch stands out, send the deck with a high-level summary to all contacts in your list simultaneously. The word on the street should be that a hot company is in the market and interested parties need to move fast if they want in.

iv) Get ready to travel, pitch in person and attend partner meetings; you may also schedule to visit your geographies of interest within a couple weeks after you send the deck.

v) Timing is everything, and one term sheet does not suffice. At the same time, everything starts when you receive the first term sheet. You need to have nurtured more hot leads, so they move fast as soon as you share there is a competing offer.

D. Pipeline

– In general, stages in your fundraising pipeline will look like this: Email reach out -> First call/meeting -> Partner meeting -> Partners meeting -> Term sheet

– Stages (b) and (c) may overlap, or (typically) extend to more meetings before you reach partners level. No matter how exceptional you may be, it is unrealistic to expect conversions north of 50% at each stage.

– Taking into account that you need at least a couple of term sheets to end up with a decent offer, that means that you need to reach out to a significant number of relevant funds, to begin with.

– As a rule of thumb, you should get the first term sheet within a month after you circulate the deck, the second one within a couple weeks after that and make your choice by the end of the second month.

E. Tips

– You do not need to obsess with how many VCs you know beforehand; focus on building a fantastic company instead, and everyone will be willing to talk to you regardless.

– Series A investors have a different risk profile than Seed ones; they want to see something that is working already, and jump in to fuel its growth.

– Do not underestimate the importance of your narrative. Time spent on perfecting your narrative is time well spent.

– If you want to raise an amount of X, mention that you raise 2X/3, or even X/2, so you get more people interested. If you manage to build momentum, you are going to end up with 4X/3 or even 3X/2 raised, under proper terms.

– No need to mention a valuation ask. Valuation is a product of amount raised and your target dilution (investors aim at an ownership percentage and are willing to pay what will get them there).

– It’ll take you a month to prepare, a couple months to get offers and select a term sheet, another couple months to execute and get money in the bank; you need to plan accordingly.

– After all, when it comes to fundraising, you have one target: Build momentum! Momentum unlocks everything; size, valuation, terms…

We hope the above gives you a bit more context about what’s to follow. Mastering fundraising is going to be a game-changer for your company. Best of luck!

The Complete Legal Package for Seed Financing of a Greek Private Company

Today, we are happy to publish the full package of legal documents required for closing a seed financing round in a Greek Private Company (Ιδιωτική Κεφαλαιουχική Εταιρεία or IKE in Greek). If you have incorporated a private company in Greece and are expecting an offer from Marathon, these are the full documents you are going to receive.

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