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In our previous posts, we discussed how to call a Board of Directors Meeting, the Quorum Required for the meeting, along with the Means of Attendance, Written Resolutions Documenting the Board Minutes, Duty of Care, and addressing potential conflicts of interest. Our third installment will delve into the importance of well drafted meeting minutes.

On March 16, 2023, the U.S. Copyright Office published a policy statement saying that the Copyright Office would generally not register copyrights in the output of artificial intelligence. The Copyright Office invoked the traditional requirement for a work to be copyrightable that the creative authorship must be that of a human author. Stephen Thaler owns a computer system he calls the “Creativity Machine,” which he claims generated a piece of visual art of its own accord. Thaler sought to register the work for copyright, listing the computer system as the author and explaining that the copyright should transfer to him as the owner of the machine. The Copyright Office denied the application on the grounds that the work lacked human authorship. Thaler challenged that denial, culminating in a lawsuit filed in the federal court for the District of Columbia against the Copyright Office, titled Thaler v. Perlmutter. On August 18, the court upheld the Copyright Office’s position.

A C-Corporation, often referred to as a “C-Corp,” is a legal business structure that separates the company from its owners, providing limited liability protection to shareholders. It is the most common type of corporation in the United States, offering several benefits and flexibility for startups aiming for rapid growth and outside investment.

A fair valuation cap is whatever the market will bear. So look to the market for comps. There are plenty of good explainers for what a valuation cap is and does, so I won’t get into that. Just keep in mind that it’s only one of several key terms negotiated between startup companies and their investors by which the investor purchases a security instrument (a convertible note or a SAFE) issued and sold by the company to raise money. The valuation cap is a dollar figure that relates most closely to the perceived value of the company, but only indirectly. A fair number would be one that a willing investor would accept from a willing company, assuming on both parts a degree of sophistication, rationality, access to information, and bargaining position that all lie within normal bounds.

Taking in angel or venture money requires a setting of an entrepreneur’s expectations that may come as a shock at least at first. From the moment such an investor looks seriously at your company, the investor or VC partner is thinking of the end game, the ultimate sale of the company or even of an eventual initial public offering. There is no middle ground.