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From Seed to Sale covers the legal essentials to building a startup. Join us on May 21 from 12:00 to 1:00 pm PST for Part 2, which covers capitalization, including founders stock, IP, advisors, early investment, tax considerations and more. Our speaker is Silicon Valley startup attorney Roger Royse, moderated by Bob Karr of LinkSV.

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The Bureau of Economic Analysis (BEA) requires various filings related to foreign direct investment (FDI) in the United States and U.S. investment abroad. Here are some key filings:

• BE-13: Required when a foreign entity acquires at least 10% voting interest in a U.S. business or establishes a new legal entity in the U.S.
• BE-605: A quarterly survey for U.S. affiliates with assets, sales, or net income exceeding $60 million.
• BE-15: An annual survey for U.S. businesses owned or controlled by foreign entities.
• BE-12: A benchmark survey for U.S. businesses with foreign ownership of 10% or more.
• BE-10: A benchmark survey conducted every five years to collect data on U.S. investment in foreign entities.

Each filing has specific deadlines and requirements. You can find more details on the BEA website.

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In this episode of the 10,000 Startups podcast, the discussion revolves around the legal troubles that startup companies face, focusing primarily on issues related to due diligence, potential fraud, and the missteps that can lead to significant repercussions during financing or acquisition processes. The guest, Sherine Ebadi, Managing Director of Forensic Investigations and Intelligence at Kroll, shares her insights drawn from years of experience as a forensic investigator and a former FBI agent.

The conversation kicks off by highlighting recent high-profile fraud cases involving startups such as Theranos and FTX. Despite the staggering consequences, the behavior of founders committing such fraud often stems from an exaggerated sense of confidence in their capabilities, which can lead to reckless decisions when facing existential setbacks. Ibadi points out that many founders begin with innovative ideas but may take a downward spiral into unethical practices when encountering challenges.

The discussion then shifts to the importance of due diligence in startups and the preliminary triggers that lead to investigations, such as anomalies in financial records or whistleblower alerts. Ibadi suggests that many startups lack proper financial controls and governance, making them susceptible to fraud. She emphasizes the necessity for startups to establish robust financial frameworks early on, as poor governance can spiral into significant troubles as the company grows.

Moreover, the conversation underscores the crucial aspect of trust and transparency in investor relations. Founders frequently rely on their close circle, including reputable board members, to foster trust among potential investors, which can lead to less scrutiny over financial practices. Understanding the nuances of the business and being able to articulate complexities in simple terms are fundamental in preventing instances of fraud.

Finally, startups and investors alike should discern between legitimate businesses and potential fraudsters by conducting comprehensive due diligence and fostering open communication. Both parties agree that while mistakes can be rectified, once fraud is involved, it can tarnish reputations permanently.