Frederick Startup Attorneys & Lawyers

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Seth W.

Seth Wiener

1223 reviews
As an experienced trial lawyer and litigator, Seth Wiener has resolved numerous federal and state litigations. His cases have included everything from family law to bankruptcy to fraud and more. Before Seth formed his own firm, the Law Office of Seth W. Wiener, he worked for several prominent law offices where he gained a great deal of experience.
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Steven S.

Steven Stark

579 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Scott S.

Scott Stram

393 reviews
As a member of both the New York and New Jersey Bars, Scott Stram is an accomplished lawyer with experience in a range of legal and business areas. This includes corporate law, data security, compliance, real estate, and intellectual property. Before founding Stram Law, Scott was a compliance officer for a company that performed property audits, a director of a security consulting practice, and an operations officer for Viacom and CBS.
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Jake S.

Jake Siciliano

259 reviews
Jake graduated from Thomas Jefferson School of Law where he focused on international trademark and corporate law. As of 2022, he has obtained his L.L.M. in Financial Compli... read more
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Richard G.

Richard Gora

200 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Michael W.

Michael Wieser

157 reviews
I am dedicated to working with startup entrepreneurs and early stage growth companies to provide legal stability and scalability for growing enterprises. What sets me apart... read more
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Brig R.

Brig Ricks

146 reviews
I am a senior executive and strategic legal adviser with 19 years of experience providing legal services in international environments. I am a general counsel who can advis... read more
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Grant M.

Grant Maynard

128 reviews
Grant represents high-growth companies in all aspects of formation, financing, and intellectual property issues. He has previously done general corporate, intellectual, and real estate work at Nebraska's oldest law firm before transitioning to a more virtual lifestyle. As an entrepreneur himself, he understands the need to balance legal and business interests.
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Baruch G.

Baruch Gottesman

117 reviews
Baruch Gottesman is a corporate attorney with over a decade of experience. He is licensed to practice law in both New Jersey and New York. Baruch obtained his J.D. degree in law from the Benjamin N. Cardozo School of Law, Yeshiva University. He is skilled in providing legal assistance to startup companies, with exceptional experience in drafting, negotiating and reviewing commercial contracts. Baruch founded his own law firm in January 2010.
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Brandon P.

Brandon Pittard

66 reviews
I've spent the majority of my legal career in house at various companies, and know how to balance legal risk against the needs of a business. As legal counsel at several di... read more
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Pro Rata Rights

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In financial terms, pro-rata rights allow an investor to maintain their portion of ownership in a company when the company takes on new investors.

Company Valuation and Pro-Rata Rights

It is important to understand the role that the valuation of your business has on pro-rata rights for other investors. This is important because the angel or venture capital investor dilutes the shares of other owners. Other owners in early-stage businesses are typically the owner (or owners) and friends and family members. Initially your company may look like this:

  • Owners/Founders - 50 percent equity each
  • Friend and family investors – each owner/founder surrenders 5 percent and 10 percent is given to friends and family (founders/co-owners now have 45 percent each)

At this point, you will typically have registered your company with stock to ensure you can actually issue stock to family or fr

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Liquidation Preference

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What is Liquidation Preference?

Liquidation preference determines the payout process or the distribution of stocks if the company pays dividends, enters into a merger, or liquidates the company. Liquidation preference means the company's investors or the preferred stockholders receive their investment back first in case the company liquidates.

Liquidation preference determines who gets first and how much when the company is liquidated, sold, or declares bankruptcy. Liquidation preference is associated with the preferred convertible stock. It explains how the proceeds are divided and shared.

For example, a holder of preferred stock has a liquidation preference equal to $30 million and the company is sold. Then the holder will get the first $30 million before the common stockholders receive any amounts.

When the company liquida

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Pass Through Entity

  • 5 min read

What Is a Pass-Through Entity?

Pass-through entities are structured entities that offer business owners a more favorable tax rate while still protecting the owner or members from personal liability. For federal income tax purposes, types of pass-through entities include sole proprietorships, partnerships, LLCs, and S Corporations.

Because pass-through entities do not pay income taxes on a corporate level, they can provide an alternative to the double taxation that occurs in a Corporation

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Poison Pill

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Poison Pill: What Is It?

A poison pill is a defense tactic companies use to deter or prevent hostile takeovers. These "shareholders rights plans" often threaten to dilute the price of stock enough to give the target company time to find alternative bids. It creates a cost that the purchasing company will have to pay after they've taken over. It also dilutes the value of the acquiring company's stock, to make taking over less appealing.

One company tries to wage a hostile takeover of another company by buying a large percentage of those shares. The company being taken over is called the target. The company or wealthy individual trying to take over is often called a corporate raider. The term poison pill does not refer to the target company harming their own interests. Instead, they're harming the corporate raider's interests.

Typically, corporate raiders try to increase a company's stock price when they acquire the company because

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