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Venture Investors Seek "Ninja Assassin" Entrepreneurs
What does it take to make it as a technology entrepreneur?A great idea and the skills of a "Ninja assassin," according to venture capitalists.The passion and focus associated with the Japanese discipline goes a long way in impressing would-be investors."What I'm looking for is what I call a Ninja assassin -- a creative, fearless, nimble, focused entrepreneur," said Ann Miura-Ko,...
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By  Mashed Report Staff  | Contributor
Facebook may postpone IPO to 2012 [REPORT]
The move may give Chief Executive Mark Zuckerberg more time to gain users and boost sales, but Zuckerberg could still push for a stock sale at any time, the agency said.Jonathan Thaw, a spokesman for Facebook, declined to comment, Bloomberg said. Facebook could not immediately be reached for comment by...
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By  Mashed Report Staff  | Contributor
GameStop Acquires Social Gaming Company 'Kongregate'
Video game retailer GameStop on Tuesday announced that it has acquired Kongregate, a social gaming destination and community.The deal is expected to close around Aug. 1. Kongregate will become a wholly owned subsidiary of GameStop and retain its current offices in San Francisco. Co-founders Jim and Emily Greer will continue...
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By  Mashed Report Staff  | Contributor
Disney Buying Social-Gaming Website 'Playdom'
The Walt Disney Co. is buying online social-gaming company Playdom for $563.2 million, the latest sign the company is becoming a formidable player in the video-game industry.Disney said Tuesday it is buying Playdom to strengthen its digital-gaming portfolio. According to Yahoo News, the purchase will help bring Disney's characters, stories...
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By  Mashed Report Staff  | Contributor
Zynga Gets $150M From Japan's Softbank
Zynga, the online gaming company best known for its Farmville Facebook game, has received a US$150 million investment from Japanese Internet company Softbank.The two companies plan to form a joint venture, Zynga Japan, that will develop and distribute social games across Japan, they said in a statement.Softbank is one of...
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By  Mashed Report Staff  | Contributor
Should founders stock be subject to vesting before a venture financing?
Generally yes.  Even though the founders stock is issued and outstanding, the company can have the right to repurchase the shares.  The right of the company to repurchase the shares will lapse over time or upon certain events, similar to vesting of options.  There are two primary reasons for subjecting...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
What should the vesting terms of founder stock be before a venture financing?
I think that founders stock before a venture financing should be subject to the same general vesting terms as one would expect after a venture financing. A typical vesting schedule is four year vesting with a one year cliff. This means that 25% of the shares will vest one year...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
What is Series FF stock?
I've been asked by a few people about the Series FF stock that has been advocated by the Founders Fund. Matt Marshall of Venture Beat reported on this invention in December 2006. See here for an Inc.com report in March 2007. Michael Martin blogs about economic incentives associated with the...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
What is an 83(b) election?
Failing to make a timely 83(b) election with the IRS is something that could lead to disastrous tax consequences for a startup company founder or employee.Founders typically purchase stock pursuant to restricted stock purchase agreements that allow the company to repurchase "unvested" stock upon termination of employment. Similarly, employees may...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
What is qualified small business stock?
Under Internal Revenue Code Section 1202 , a taxpayer (other than a corporation) that recognizes gain from the sale or exchange of "qualified small business stock" held for more than five years may exclude 50% of such gain from gross income for regular income tax purposes.  The amount of gain...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
Should founders pay for their stock in cash or contribute intellectual property?
If a founder owns intellectual property that he or she plans on contributing to a company, the founder may want to pay for founder stock by assigning the intellectual property rather than paying cash.  Even though founders typically purchase stock for $0.01 or $0.001 per share, the aggregate purchase price...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
What is Class F common stock?
Extremely founder-friendly provisions in the certificate of incorporation for companies. These provisions include a special class of super-voting common stock, called "Class F" common stock, which is named for "Founders."    * Voting.  The COI includes Class A common stock, which has one vote per share, and Class F common stock,...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
How many shares should be authorized in the certificate of incorporation?
I usually advise companies to authorize around 10 to 15 million shares of common stock. Around 8 or 9 million shares are issued to founders with a 1 million to 2 million share option pool, for a fully-diluted base of around 10 million shares. The remaining authorized but unissued shares...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
How do you calculate Delaware franchise taxes?
A corporation's Delaware Annual Franchise Tax Report is prepared by Delaware calculating the corporation's annual tax obligation using the "authorized shares" method, reflecting a very large annual franchise tax obligation for most corporations.   However, use of the optional "assumed par value capital" method of tax calculation will typically result in...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
What inspection and information rights does a stockholder have?
Most states allow stockholders to demand access to a corporation's books and records, and a stockholder list, as long as the stockholder has a proper purpose and meets certain procedural requirements.Delaware General Corporation Law Section 220(b) provides that "Any stockholder, in person or by attorney or other agent, shall, upon...
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By  Yoichiro (“Yokum”) Taku  | Corporate & Securities Partner at Wilson Sonsini Goodrich & Rosati
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