Mike Johnson

Your MOA's object clause might be silently killing deals. Investors read your Memorandum of Association before anything else. They check if your stated objects match your actual business. A mismatch raises immediate red flags during due diligence. Most founders copy generic object clauses from templates. That worked fine when you incorporated. But your business evolved. Your MOA probably didn't evolve with it. Here's where it gets expensive. A narrow object clause limits what your company can legally do. If your current operations fall outside it, every contract is questionable. Investors see legal risk they simply won't take on. VCs will ask you to fix it before signing term sheets. That means calling an EGM, passing a special resolution, filing with the registrar. All of this takes weeks. Weeks where your deal can fall apart. Sometimes the damage runs even deeper than delay. A restrictive object clause can prevent issuing new share classes. It can block convertible note conversions entirely. Your cap table mechanics just stop working. The fix is straightforward but founders keep ignoring it. Review your object clause every single year without fail. Make it broad enough to cover adjacent business activities. Include standard future-proofing language for new verticals. Don't let a document you signed years ago sabotage today's fundraise. Fix your MOA before investors find the problem first. Planning to raise funds? Reach out to me for a strategy to evolve your MoA.

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You’re not selling patents. You’re selling risk reduction, investor confidence, and future leverage. 🛡️A few years ago, a mid-stage SaaS startup I worked with wasn’t very excited about filing patents.Their thinking was simple: “We’re moving fast. Patents are expensive. Let’s focus on growth.” 🛡️Fast forward to their Series B. During diligence, one question kept coming up from investors: “What protects you if a larger player copies this?” 🛡️The product was strong. The traction was real. But without IP, the risk profile looked higher. They rushed to file provisional patents before closing. Not because patents magically increased revenue but because they reduced uncertainty. 🛡️Suddenly: -Investors felt safer wiring capital -Valuation discussions became easier -The company gained leverage in partnership talks -The patents didn’t create value overnight. -They protected future value. -That’s the real sale. 🛡️Patents aren’t legal paperwork. They’re: 📈A hedge against competitive risk 📈 A confidence signal to investors 📈 A strategic asset you can license, defend, or trade If you pitch patents as “documents,” you lose the room. If you pitch them as business insurance and leverage, people lean in. That’s the difference.

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If your ESOP policy is silent on what happens during an acquisition, that’s a red flag Shut this app, and call your lawyer NOW. Most founders learn this only when the term sheet lands on the table. Unvested options can either accelerate or lapse, and the ESOP policy decides everything. Acquirers prefer clean caps; employees expect protection. When the rulebook is missing, the deal team ends up firefighting instead of negotiating value. A founder recently faced this.. half the team assumed full acceleration, the buyer refused, and the entire closing timeline slipped because the ESOP plan had no acquisition clause. The core truth stays the same: define vesting outcomes before the sale, or the sale will define them for you. #StartupLaw #ESOPs #FoundersLife #CapTable #MergersAndAcquisitions #TermSheet #StartupMistakes #LegalBasics #VCInsights #ScaleUpIndia

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“We’re not here for fluff.” That’s how Gerry Widmer, CEO of Fidus Advisor, describes his approach to helping founders. It was an absolute blast to interview Gerry for the next edition of the SoCal Edge Podcast! We cut through the noise about startup growth, fundraising pressure, and the myth of the hockey-stick pitch. A few gems from Gerry: ✅ “The best founders tell their VCs: Get out of my kitchen. I’m running the business.” ✅ “Sales solve everything. You can’t feature your way out of a bad business.” ✅ “If you run a good business, the money will always be there.” We also talked about: -Why VC pressure often leads startups to raise more than they need -How the San Diego startup ecosystem rewards grit and sustainability over hype -Why product-focused founders need to adopt a sales mindset on day one -The right (and wrong) ways to pivot when runway gets tight Listen to the episode with Gerry here: Apple Podcasts: https://lnkd.in/gsgj3ez5 Spotify: https://lnkd.in/gpx3Gs3B

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