Startup Legal Setup Guide

The Startup Legal Setup Guide

When you start a startup, it’s much more exciting to focus on building a product and a business than the legal details of incorporation and company setup. But these legal and structural details are important, and will have lasting implications for the entire future of your company. Mistakes like forgetting to file an 83(b) election or neglecting to register the business with your state and city could have severe tax penalties.

Even if you are working with a professional lawyer or an automated incorporation service like Clerky, it’s beneficial to have a personal understanding of the different steps in the process, and what options you may have. For instance, your incorporation charter could include a special provision to include Series FF stock, which allows founders to sell off a portion of their shares in a future funding round without increasing the tax burden for other employees (selling normal stock would cause the 409A valuation to increase, thus increasing the effective taxable value of other employees’ stock).

Over the years, a number of friends have asked me for advice about this legal setup process. For the sake of posterity, I’ve created a public Airtable Base containing the legal knowledge I’ve gained throughout the process of co-founding Airtable (and my previous startup, the YC-funded Etacts). Without further ado, here it is! You can create a copy of it (“Copy Base” at the bottom), at which point you can modify it to your own liking. If you have questions or feedback, feel free to drop me a line at [email protected]!

Click “Copy Base” to create your own copy

Thanks very much to Justin Hurley, Jude Gomila, Henry Ward, Jason Boehmig, Cai GoGwilt, Vaughn Koch, and especially Julie Picquet (who personally spent dozens of hours helping to put this together).

And of course, no legal setup guide would be complete without a disclaimer from our lawyers : ).

DISCLAIMER: This startup legal guide (“the guide”) has been prepared for general informational purposes only and does not constitute legal advice. By using the startup legal guide, you waive any rights or claims you may have against the publisher of this guide in connection therewith. The information contained in this startup legal guide is provided only as general information and may not reflect the most current market and legal developments and may not address all relevant business or legal issues; accordingly, information in the startup legal guide is not promised or guaranteed to be correct or complete. Further, the publisher of this guide does not necessarily endorse, and is not responsible for, any third-party content that may be accessed through the startup legal guide.

Neither the availability nor use of this startup legal guide is intended to create, or constitutes formation of, an attorney-client relationship or any other special relationship or privilege. You should not rely upon this startup legal guide for any purpose without seeking legal advice from licensed attorneys in the relevant state(s).

You agree to use this startup legal guide in compliance with all applicable laws, including applicable securities laws, and you agree to indemnify and hold its publisher harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply. This startup legal guide is provided on an as-is basis with no representations or warranties, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement. You assume complete responsibility and risk for use of the startup legal guide. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. The publisher expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of this startup legal guide.

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Mad scientist shrinks Arduino to size of an AA battery

aaduino-back The hardware tinkerers and prototype mavens out there will invariably have stumbled across the Arduino platform. Completely open source and always pushing the limits for collaboration, there are a ton of different development boards available, but none are as awesome as Johan Kanflo’s AAduino. Behind the delightfully punny name, you’ll find an Arduino-compatible board the size of an… Read More

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Cheaper Vizio 4K TVs With Built-in Google Cast Are Here

An anonymous reader cites a Mashable report: Cutting-edge technology always comes at a premium for early adopters, but it never stays premium for long. After launching its new P-Series 4K TVs with built-in Google Cast last month, Vizio is bringing the feature to its lower-priced TVs. The 2016 M-Series 4K TVs start at $849.99 for a 50-inch and rocket up to $3,999.99 for an 80-inch. They support high dynamic range (HDR) with Dolby Vision. The E-Series 4K TVs are much cheaper. They start at $469.99 for a 43-inch and go up to $1,699.99 for a 70-inch. Vizio’s also selling non-4K full HD E-series TVs with SmartCast starting at $229.99 for a 32-inch and going up to $369.99 for a 43-inch.

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Digital textbooks prove controversial in Huntsville, Alabama school district

15819844-mmmainRight as New York City is on the cusp of cutting a $30 million deal with Amazon to provide e-books for its schools, some parents in Huntsville, Alabama are finding that replacing print with digital textbooks for its schools has been more expensive than advertised.

Alabama Today and blogger Russell Winn have looked into costs for the four-year-old digital textbook program. Winn quotes letters from school board representative Elisa Ferrell explaining that a lack of textbook funding had resulted in many of the print textbooks in use degenerating into “a state of advanced age and disrepair,” necessitating a complete update of textbooks at that point anyway. There wasn’t enough funding to do a complete upgrade of printed books, but going all-digital at that point would save a little money and help “catapult our students into the digital age that they will be living in as adults.”

Ferrell explained that sets of print textbooks had been provided to classrooms at the beginning of the program for use by students with vision issues and other problems working with digital. However, over the four years of the program so far, students had become much more comfortable with digital, and as a result they would be moving the physical textbooks out of the classroom and into the schools’ libraries so that students who still needed them could check them out and take them home.

Contrary to the social media and blog traffic, we are not holding some sort of dystopian book burning party somewhere. We are retaining the textbooks, making them accessible, and making it possible for a student to check them out and use them at home. Of course, any student with an IEP or a 504 who has vision challenges, has accommodations in place for those challenges.

Winn is skeptical of some of Ferrell’s claims, noting that between the state of Alabama and the city of Huntsville, the school district has sufficient funding to cover the complete cost of printed textbooks if it wanted, and it could have staggered the upgrades to spread out the cost. He also suggests that some of her claims (such as as when she said one school had previously been using 40-year-old biology textbooks) were pure hyperbole.

When Winn ran the numbers, he found that although the digital textbooks themselves do cost slightly less than buying physical textbooks ($3.13 million as opposed to $3.35 million per year), the cost of buying new HP and Lenovo computers and iPads on which to use those digital textbooks adds almost $5 million in costs, bringing the grand total to a hair under $8 million per year. Rather than saving a little money, it’s actually costing over twice as much.

He also notes there seems to be some disagreement between school board representatives as to whether those print textbooks are going to be kept after all. It might be as few as 10% of them, which means fewer than 10% of students would be able to check them out and take them home.

It’s worth noting that nowhere in Winn’s blog post or the Alabama Today article is there any discussion of the fact that computers and iPads would be useful for a lot more than just reading digital textbooks. They could also be used for educational software, writing and research, and many uses beyond simply displaying textbooks, so tallying their expense only against textbook costs is a little disingenuous.

Furthermore, I think Ferrell has a point when she talks about how much better-prepared for college students who’ve gone through the new digital curriculum have been. Surely helping graduate a class of better-prepared students is worth a little extra outlay, right?

That said, some of the comments show that students are still having problems using the digital textbook. One parent notes that their middle school son does enjoy having a school computer and most of the learning that takes place with it; however, he’s disappointed the paper textbooks are going away because they’re easier to use. The parent writes:

The digital books are not that user friendly. Social studies and science, in particular are difficult to use to find specific information without turning each page one at a time (can’t search for a question or term easily). He doesn’t enjoy the digital version of these at all. They are frustrating to use for normal “answer the questions at the end of the chapter” assignments. He would much rather have a book.

This harkens back to an article I covered last month about some of the usability problems digital textbooks experience in a college environment. It’s not surprising that grade school students would have similar issues. Will more than 10% of the students need to use those paper textbooks? If so, it’s possible another solution might be needed.

Overall, this controversy feels like it has more to do with local school board politics in general than e-books in and of themselves. As they say about academic politics in general, it’s all the more cutthroat because so little is actually at stake. If it weren’t digital textbooks, there would be some other controversy over something else.

Nonetheless, this is instructive in showing other districts the kinds of things they’ll have to take into account when they come to replacing paper textbooks with digital versions themselves. Will they keep some paper copies around for convenience? If so, how many, and how will they be made available?

Sooner or later, every school district in the nation is going to have to face this question. The ones who haven’t yet should probably start paying attention and learning from the ones who have.

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Mesosphere open-sources data center management software

Cloud computing startup Mesosphere has decided to open source its platform for managing data center resources, with the backing of over 60 tech companies, including Microsoft, Hewlett Packard Enterprise and Cisco Systems.

Derived from its Datacenter Operating System, a service that Mesosphere set out to build as an operating system for all servers in a data center as if they were a single pool of resources, the open-source DC/OS offers capabilities for container operations at scale and single-click, app-store-like installation of over 20 complex distributed systems, including HDFS, Apache Spark, Apache Kafka and Apache Cassandra, the company said in a statement Tuesday.

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AWS Device Farm Update – Remote Access to Devices for Interactive Testing

Last year I wrote about AWS Device Farm and told you how you can use it to Test Mobile Apps on Real Devices. As I described at the time, AWS Device Farm allows you to create a project, identify an application, configure a test, and then run the test against a variety of iOS and Android devices.

Remote Access to Devices
Today we are launching a new feature that provides you with remote access to devices (phones and tablets) for interactive testing. You simply open a new session on the desired device, wait (generally a minute or two) until the device is available, and then interact with the device via the AWS Management Console.

You can gesture, swipe, and interact with devices in real time directly through your web browser as if the device was on your desk or in your hand. This includes installing and running applications!

Here’s a quick demo. I click on Start a new session to begin:

Then I search for a device of the desired type, including the desired OS version, select it, and name my session. I click on Confirm and start session to proceed:

Then I wait for the device to become available (about 30 seconds in this case):


Once the device is available I can see the screen and access it through the Console:

I can interact with the Kindle Fire using my mouse. Perhaps my app is not behaving as expected when the language is set to Latin American Spanish. I can change the Kindle Fire’s settings with a couple of clicks:

I can install my app on the Kindle Fire by clicking on Upload and choosing my APK.

My session can run for up to 60 minutes. After that time it will stop automatically.

Available Now
This new feature is available in beta form now, with a wide selection of Android phones and tablets. We will be adding iOS devices later this year, along with additional control over the device configuration and (virtual) location.

AWS Device Farm comes with a one-time free trial of 250 device minutes. After that you are charged $0.17 per device minute. Or you can pay $250 per slot per month for unmetered access (slots are the units of concurrent execution).



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