The Law Office of Chad D. Cummings PLLC is a legal, finance, tax, and accounting platform serving pre-seed, seed, and growth-stage start-ups in Florida and Texas. This growing, entrepreneurial law firm provides comprehensive legal counsel and guidance at every stage of the start-up lifecycle from ideation to exit.
[E]ntrepreneurs should always try to raise the right amount of money from the right investors on the right terms. They should also try to do this with the least wasted time and effort so they can quickly get back to running their businesses.
— Paul A. Swegle in Startup Law and Fundraising for Entrepreneurs and Startup Advisors, First Edition (emphasis added)
My name is Chad D. Cummings. I am not just a lawyer. Among other things, I am also:
Many attorneys' careers proceed on a straight, unwavering line from the womb to the law office:
Mine, on the other hand, looks something like this:
If you are looking for an attorney who just happens to know a thing or two about start-ups, look elsewhere. In fact, here are some resources to help you on your way.
But if you are looking for an entrepreneur, tax accountant, CPA, financial analyst, and coder who just happens to be an attorney, keep reading.Or more to the point, schedule some time to speak with me at no charge.
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I am an attorney and Certified Public Accountant serving Florida and Texas.
Previously, I served in operations and finance with the world’s largest accounting firm (PricewaterhouseCoopers), airline (American Airlines), and bank (JPMorgan Chase & Co.). I have also created and advised a variety of start-up ventures.
I am a member of The Florida Bar and the State Bar of Texas, and I hold active CPA licensure in both of those jurisdictions.
I also hold undergraduate (B.B.A.) and graduate (M.S.) degrees in accounting and taxation, respectively, from one of the premier universities in Texas. I earned my Juris Doctor (J.D.) and Master of Laws (LL.M.) degrees from Florida law schools. I also hold a variety of other accounting, tax, and finance credentials which I apply in my law practice for the benefit of my clients.
My practice emphasizes, but is not limited to, the law as it intersects businesses and their owners. Clients appreciate the confluence of my business acumen from my career before law, my technical accounting and financial knowledge, and the legal insights and expertise I wield as an attorney. I live and work in Naples, Florida and represent clients throughout the great states of Florida and Texas.
I invite you to read my resume (C.V.) to learn more about my credentials and qualifications. If I can be of assistance, please email me at chad@cummings.law, or click here to set up a free meeting.
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Embarking on the entrepreneurial journey, I've seen firsthand the multitude of challenges and opportunities that founders encounter. Drawing from my extensive background as both an attorney and a Certified Public Accountant, I bring a comprehensive suite of services tailored to the nuanced needs of start-ups at every stage of their growth. Here's how I can guide your venture towards success:
Choosing the right legal structure is the first critical decision for your start-up. I guide you through the complexities of entity selection, considering your venture's unique goals, financial implications, and the need for flexibility as your business grows. Whether it's an LLC, C-Corp, or S-Corp, I ensure that your foundation is solid, scalable, and strategically aligned with your vision.
Navigating the investment landscape can be daunting, but it's essential for your start-up's growth. I specialize in crafting investment strategies that resonate with both seed and growth-stage investors. From compliance with regulations like Rule 506(b), Rule 506(c), Reg A+, and Reg CF to filing Form D registrations with the SEC, I ensure your fundraising efforts are both successful and compliant.
Your pitch deck and business plan are crucial tools in communicating your vision to potential investors. I offer my expertise in creating compelling, data-driven pitch decks and detailed business plans that highlight your start-up's value proposition, market potential, and roadmap to success. My goal is to make your vision as compelling to others as it is to you.
Protecting your intellectual property, securing your interests through non-compete agreements, and ensuring confidentiality are paramount. I draft, review, and advise on a variety of contracts to safeguard your start-up's assets and future. My approach combines legal rigor with business acumen, providing peace of mind and a competitive edge.
These are just a few of the ways I support start-ups like yours. By choosing to partner with me, you're not just getting an attorney or a CPA; you're gaining a dedicated ally committed to your venture's growth and success. Let's navigate the complexities of the start-up ecosystem together, turning challenges into opportunities for innovation and growth.
Fundraising for your start-up isn't just about attracting investors—it's about doing so legally. The Securities Act of 1933 mandates that any offer or sale of securities must either be registered with the SEC or qualify for an exemption. As your attorney-CPA, I guide you through the nuances of raising capital under these federal exemptions, ensuring your fundraising efforts are both successful and compliant.
Regulation D is a popular exemption for start-ups, allowing companies to raise capital without the need for SEC registration, provided they adhere to specific rules. Within Regulation D, Rule 506(b) and Rule 506(c) are particularly relevant for private companies seeking to raise unlimited funds from accredited investors and, under 506(b), a limited number of non-accredited investors, without general solicitation.
Regulation A+, often termed a "mini-IPO," enables start-ups to offer and sell up to $50 million of securities in a 12-month period. It's divided into two tiers, with differing levels of regulatory requirements, making it accessible for smaller companies looking to raise funds from the public without a traditional IPO.
Regulation Crowdfunding (CF) permits eligible companies to raise up to $5 million in a 12-month period through online crowdfunding platforms. This approach opens up investment opportunities to a broader audience, including non-accredited investors, while still requiring adherence to specific SEC regulations and disclosures.
While navigating federal exemptions, it's crucial not to overlook state securities laws, commonly known as Blue Sky laws. These laws vary by state and regulate the offer and sale of securities to protect investors against fraud. Ensuring compliance with Blue Sky laws is essential when raising funds, as violations can lead to significant legal complications and financial penalties. I assist in researching and adhering to the relevant state laws for your fundraising activities, providing an added layer of legal protection for your venture.
Raising capital under federal exemptions requires careful planning and rigorous compliance with both federal and state regulations. By leveraging my expertise in securities law and financial strategy, you can confidently navigate the legal complexities of fundraising, ensuring that your start-up's growth is supported by a strong and compliant financial foundation.
As your venture embarks on fundraising, the creation and management of specific legal documents become crucial to ensuring compliance and protecting both the founders and investors. Here's a detailed look at the some of the key legal instruments I prepare and advise on for seed-stage start-ups under Rule 506(b) of Regulation D:
Navigating the legal complexities of a seed-stage funding round requires meticulous attention to detail and an in-depth understanding of securities law and corporate governance. By partnering with me, you gain the assurance that every legal aspect of your fundraising effort is handled with expertise and care, laying a strong legal foundation for your venture's growth.
1. Schedule your initial, no obligation consultation with our Attorney-CPA to determine if there is a fit and to explore the opportunity.
2. Sign an electronic Letter of Engagement by DocuSign to formalize your legal representation and pay only for those legal services you actually need. We have creative (and ethical) fee options that may be available.
3. Following an intensive discussion of your short- and long-term goals and analysis of the situation (including risk identification and countermeasures), our Attorney-CPA begins assisting you with your immediate needs (e.g., hiring key employees; granting equity compensation; negotiating critical vendor contracts) while planning for future growth and eventual exit.
4. Our Attorney-CPA reviews foundational company documents, including, for example, operating agreements, bylaws, shareholder agreements, voting agreements, articles of formation (or incorporation), and key contracts to align your legal structure with your operational and financial objectives.
5. Throughout the lifecycle of your venture, work with our firm on an ongoing or ad hoc basis to tackle issues as they arise and prevent others before they occur.
6. At each fundraising round, negotiate the most favorable outcome for all parties by evaluating and applying the right financing vehicle at the right time in the right amount.
7. As exit opportunities arise, consult with our firm to evaluate the possible outcomes, derisking as and where feasible.
8. Following a successful exit, move on to the next opportunity, bringing the knowledge and experience you've gained.
Where to next?
This is a simplified overview. Of course, your entrepreneurial journey will look different!
As your start-up evolves, the journey from ideation to exit involves numerous milestones and challenges. Having an Attorney-CPA by your side can be invaluable, providing the legal and financial guidance necessary to navigate each stage effectively. Let's delve into how I can add value at every step of your start-up's lifecycle.
At the very beginning, your start-up is a vision—seeking to solve a problem or fill a market need. During this ideation phase, I assist in laying the legal groundwork for your venture, including entity formation and intellectual property protection. Drafting foundational documents and advising on initial equity distribution ensures your start-up's structure supports future growth and investment.
As you prepare for your first major fundraising effort, navigating the complexities of seed financing is crucial. I help structure friends and family or angel investment rounds, ensuring compliance with securities laws and optimizing terms to protect your interests and those of your early supporters. Crafting clear, fair investment agreements at this stage sets a precedent for future fundraising success.
Developing your MVP is about testing, learning, and iterating based on feedback. In addition to advising on the financial implications of product development decisions, I provide guidance on protecting your MVP from legal and intellectual property perspectives, ensuring that your innovations remain securely yours.
Entering the Series A round, often led by venture capital, marks a significant step towards scaling your operation. I play a critical role in negotiating terms that balance investor expectations with founder vision, including stock grants and operational milestones. Additionally, I oversee due diligence processes, ensuring your start-up is fully prepared for the scrutiny of VC investors.
As your start-up matures, additional funding rounds can fuel growth and expansion. My expertise becomes essential in navigating these complex negotiations, structuring deals that support long-term strategy, and managing relationships with a growing investor base. Ensuring the alignment of financial and operational goals with legal compliance remains a top priority.
As fiduciaries, the leaders of any start-up inescapably heading toward an exit are obligated to position their company for its highest value exit, whether by IPO or sale.
— Paul A. Swegle in Startup Law and Fundraising for Entrepreneurs and Startup Advisors, First Edition (emphasis added)
The exit strategy, whether through sale, merger, or IPO, is the culmination of your start-up journey. I provide comprehensive support in preparing your start-up for this transition, from optimizing your financial records and legal documentation to negotiating terms that maximize shareholder value. My dual expertise ensures a smooth, profitable exit process.
While venture capital investment is a common path for many start-ups, it's not suitable for all. In the next section, we'll explore the pros and cons of accepting VC dollars, highlighting alternative funding strategies that may align better with your start-up's vision and values.
Securing venture capital can be a milestone achievement for many start-ups, signaling a readiness to scale and accelerate growth. However, VC funding comes with its own set of complexities and trade-offs. As your Attorney-CPA, I offer a comprehensive overview of the benefits and challenges associated with accepting VC dollars, ensuring you're well-prepared to navigate this critical decision.
As you contemplate venture capital funding, it's crucial to weigh these pros and cons in the context of your start-up's unique vision, goals, and values. Whether VC funding aligns with your growth strategy or you're considering alternative paths, my role is to provide the legal and financial insight needed to navigate this decision with confidence, ensuring your start-up's long-term success.
Embarking on a start-up venture is fraught with challenges and learning curves. Recognizing and avoiding common mistakes can significantly impact your start-up's success and sustainability. Here are the top ten mistakes start-ups make, with insights on how to avoid them.
Avoiding these common mistakes involves a strategic approach to legal, financial, and operational planning. As an Attorney-CPA specializing in start-up ventures, I provide the expertise needed to navigate these challenges, ensuring your start-up not only avoids these pitfalls but is positioned for success from the outset.
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Your start-up deserves the best chance at success. Don't let avoidable legal and financial challenges derail your vision.
Schedule a time to talk about how I can support your journey from ideation to exit. Together, we can build a strategy that aligns with your goals and sets your start-up on the path to success.