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What clauses protecting founders do you find effective in equity offerings?

A good friend is in the process of launching an offering for institutional investors. There are obviously some clauses that may mean nothing today but in a few years could trigger and put the founder on a bad situation. Any idea on what clauses he should absolutely make sure that are included?

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Arthur Lipper
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Arthur Lipper Entrepreneur
Chairman of British Far East Holdings Ltd.
Using equity-related securities in a financing of an early stage company is a study in conflict of interest. Royalties put both parties on the same side of the table.
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