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Comment by nihonde | Hacker News Reader

(IAAL.) While the author is very likely coming from the right place, I find this kind of "legal" advice totally useless——hence the fact that half of this "article" is a disclaimer that you shouldn't bother relying on it. If I were one of the lawyers whose name is attached to this advertorial, I would hasten to get my name removed from it.

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Author here, for the sake of constructive criticism, would love to hear why you don't find it useful?

The disclaimer is there because, while I tried my best to make sure all info in the guide is accurate, I don't think it's fair or necessary for me to take on legal liability if someone makes (or claims to make) a mistake by using this (free) guide. I certainly hope readers do not interpret this guide as a definitive and comprehensive substitute for proper legal counsel and research of their own--rather, it contains information which is designed to act as a supplement to those things.

In other words, it will hopefully help folks avoid false negatives in legal steps (i.e. forgot to file an 83b within 30 days or register with their city's business department), expose them to lesser-known alternatives that their own lawyers may not have told them about (using FF preferred stock to provide a small measure of founder liquidity down the road without skewing 409A valuations), and understand why it's necessary to do certain things (like adopt bylaws, file a Form D, etc).

The scope of the guide is strongly biased towards U.S. startups incorporating as a Delaware corp (a common approach, even for companies not based in Delaware itself).

Why don't I find it useful? "Find legal counsel" and "Comply with State-Specific Regulations" are actual line items on your checklist. Your checklist can be reduced to one line item: hire someone who knows what they're doing.

It wouldn't bother me if you were simply sharing your experience in setting up a company, but this article is presented as advice wrapped in a thinly-veiled promotion of your product (and some lawyers/law firms).

That's very unfair. The author took the time to share his knowledge about legal issues surrounding startups and, as is customary when legal matters are discussed, he provided a disclaimer to avoid personal liability but that doesn't mean the article is inaccurate. You won't find anyone offering free legal services on a Medium post.

As I said, I have no problem with a post about "here's what happened to me and how I dealt with it". In this case, the OP is promoting a web-based spreadsheet tool and essentially advertising for a number of lawyers and firms.

Agreed with rpgmaker. My experience with the law (IANAL) is that it's sometimes just easier to pull up the books, read the relevant portions yourself, then confirm it with your lawyer for some quick answers. This is what I was doing before having a lawyer and it worked just fine, but having a validation source saved me many, many hours. Simply a hiring a lawyer and somewhat blindly trusting them sounds like poor advice in itself. That said, in an attempt at CYA, please please please just use a damn lawyer.

I said: "hire someone who knows what they're doing". I didn't say "blindly trust someone who holds themselves out as an expert and don't do any homework yourself". In fact, you said you hired an expert to validate your findings, which is exactly consistent with my advice.

I think the most important thing for anyone to understand about any sort of legal startup guide or sample agreements is that they don't replace the need for an actual attorney. If you think they're a quick and cheap alternative, it'll probably blow up in your face at some point. If you're aware of their limitations, then they can become a tool that can at least help you understand the process and the need for agreements and actions that might not seem obvious at first glance. They're references, no more and no less.

Anyhow, it looks like most of the sample documents attached to that spreadsheet are from Orrick's tech group:

https://www.orrick.com/Practices/Emerging-Companies/Pages/St...

I've amended the guide to more strongly recommend the reader consult with a startup attorney, even if they plan on filing the paperwork themselves to reduce costs. FWIW, I actually had stronger wording in an earlier draft of my guide, but somehow it got lost in subsequent revisions :(.

Under the section for "When should I use a lawyer", I added the below (I also introduced "Finding a lawyer" as the first step of the Delaware corp checklist tab): Though the formation documents are sometimes similar, mistakes can be made easily and are often costly (or impossible) to later remedy. I strongly recommend consulting with a startup attorney to provide guidance throughout the process and review important documents before you finalize them, even if you wish to file most of the incorporation paperwork yourself to reduce legal costs. Many startup lawyers will even do the basic incorporation for free of labor charge (passing through only the filing fees directly to you) in the interest of gaining your business as a long-term client down the road. Other lawyers will also/alternatively allow you to defer payment for legal work (up to a certain maximum, sometimes as high as the $10k range) until you've raised funding.

See here for a horror story involving DIY incorporation: http://bit.ly/incorporatinghorrorstory And the corresponding HN thread from 5 years ago: https://news.ycombinator.com/item?id=2399139 (I had to use a bit.ly link=>web archive because it seems the original link is now dead).

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