Legal Concepts for Founders

Darby Wong · Chris Field

Clerky Handbooks Book 1 · Clerky

About this ebook

A note on our intended audience: Clerky handbooks are not appropriate for everyone! They are generally written for US-based founders of early-stage startups — i.e. companies optimized for growth. If you run a company that isn't a startup, or if you're a startup founder located outside the US, this content may not be applicable to you.

Edited by 21 leading startup attorneys, with over 425 years of combined experience. Concise legal basics that startup founders can trust. Brought to you by the startup attorneys who run Clerky. 

This handbook was written by Clerky co-founders Darby Wong and Chris Field to provide startup founders with a solid foundation of legal knowledge. As attorneys running the premier online legal service for startups, Chris and Darby developed unique insight into what causes the most confusion for startup founders. They wanted to share their expertise with a free resource that would equip startup founders with a solid foundation of legal knowledge.

The topics covered in this handbook are most relevant to founders of early-stage startups — companies optimized for growth. If that’s you, then Legal Concepts for Founders can help you move forward with confidence. 

You’ll learn everything you need to know about: 

Core Concepts — including corporations, registered agents, incorporators, boards of directors, officers, stock, and contracts

Formation — including equity allocation, vesting, 83(b) elections, capital contributions, and stock plans, plus a step-by-step breakdown of the formation process

Fundraising — including fully-diluted capitalization, convertible notes, safes, and preferred stock, plus example scenarios

Hiring — including employees and consultants, equity compensation, 409A valuations, and vesting acceleration

This handbook also includes detailed examples and calculations, links to supplementary information, notes on terminology, and a glossary with definitions of key terms. You can also check out Startup Incorporation for Founders for a handbook entirely devoted to startup incorporation.

About the author

Darby Wong is an American entrepreneur, startup attorney, and former software engineer. He's best known for co-founding Clerky, which runs a popular online legal service for startups. In 2011, Darby built the world's first web application for seed financings, which went on to help startups raise over $6 billion. Prior to founding Clerky, Darby was a startup attorney at Orrick, Herrington & Sutcliffe in Silicon Valley. Darby has a J.D. from Harvard Law School and a B.S. in computer science from the University of Washington.

Chris Field is an American entrepreneur and startup attorney. He's best known for co-founding Clerky, which runs a popular online legal service for startups. In 2013, Chris popularized the use of uncertificated stock for startups, which has since become standard practice. Prior to founding Clerky, Chris was a startup attorney at Orrick, Herrington & Sutcliffe in Silicon Valley. Chris has a J.D. from the University of Pennsylvania Law School and a B.S. in electrical engineering from Stanford University.