No two entrepreneurs will have the same journey, and founders that take part in the Towson University StarTUp Accelerator have a unique experience all their own — buoyed by experienced mentors, insightful sessions and in-depth analysis with fellow participants and advisors.
Attorneys at the boutique corporate law firm Nemphos Braue, located in the Towson community, enjoy working with entrepreneurs at all stages and are sponsors of the Towson University StarTUp. They met one-on-one with many of the companies in the 2025 accelerator cohort to answer questions and help prepare founders for the next stage. Even across varied disciplines and industries, many entrepreneurs have some of the same concerns and questions when it comes to business legal matters. Having spent many years working with startups, Nemphos Braue attorneys Lauren Ziegler and Michael Antone answer the top five most frequently asked questions they receive to help entrepreneurs get a legal jump start on their journeys.
Q: Does legal structure matter for my startup?
A: Lauren Ziegler, Corporate Attorney: Entity structure does matter and will have a direct impact on fundraising and tax implications. Entrepreneurs who don’t opt to create an entity are structured as a sole proprietorship. While this approach may be simpler, it means there is no protective separation between the founder as an individual and the business; the business’ liability becomes your own. This means that your house, your car, and all of your assets are on the line should your company stumble or fail. Further, a sole proprietorship does not give the entrepreneur the flexibility, nor the foundation, to build an organization.
Most founders opt to structure their businesses as a limited liability company or a corporation in order to create a protective cocoon around themselves and their personal assets, as well as creating the baseline from which they can grow.
Each of these entities can also have different tax attributes (such as S-Corp, C-Corp or partnership) that will have an affect on their operations and growth of the business, as well as an eventual exit event. We also get many questions about being incorporated in Delaware. That’s often seen as an advantage when planning to take on investors, but isn’t always a requirement, especially in the early stages of a venture.
Q: Do I really need to formally document my relationship with my co-founders?
A: Lauren Ziegler: Having a written document (often referred to as a founders agreement) is important to protect your interests. Founders agreements sometimes get a bad rap. While, yes, they address what happens if the founders no longer have a common vision for the company, or a dissolution of the partnership, founders agreements also address key fundamentals for a business’ operation, providing a framework for resolving conflicts and accounting for growth opportunities you may not yet see on the horizon.
If your company is structured as a limited liability company, the founders agreement is called the operating agreement, which governs financial contributions, the entity’s ownership, and how decisions are made. The founders agreement for a corporation is typically called a stockholders agreement and deals with items like the composition of the board of directors and restrictions on transfers of stock. Founders agreements are also key for setting the guiderails on how any future dispute between the founders will be handled.
As a corporate attorney, my job is to make sure clients are aware of potential risks and mitigate as many of those as we can. Founders agreements are highly individual and may require uncomfortable conversations, but with a good agreement in place you’ll be able to offer your new company stability and ensure that you’re in business with the right people.
Q: Should I protect my intellectual property (IP)?
Michael Antone, IP Attorney: The short answer is yes. Even your accountant needs to know about your IP — it can represent a significant asset for your business on a balance sheet. In many ways your intellectual property IS your business, so it needs to be protected just like other business assets.
The different types of intellectual property get protected in different ways depending upon the particular needs of the business. All businesses need to use non-disclosure agreements with anyone with whom they plan to disclose non-public information. In addition, valuable content, brands, and inventions should be further protected with copyrights, trademarks, and patents, respectively.
Q: Should I do a trademark search before adopting a trademark?
A: Michael Antone: Yes, you do not want to invest time and money into a trademark that is already being used by someone else for similar goods and services since that entity may have superior rights in the trademark and may be able to stop you from using the mark. Making sure that someone else is not already using a trademark at the beginning of the process is the least expensive time to check the availability of the mark.
If no one else is already using the mark, you should file a trademark application as soon as you decide that you plan to use it for an extended period of time to secure your rights. Unlike copyrights and patents, trademarks can be protected at the US or state level, depending upon whether you are using the mark to sell goods and services in multiple states or just in one state, as well as internationally.
Q: Why shouldn’t I use form documents I find online or that are created by AI?
A: Lauren Ziegler: There are a lot of documents available on the internet, but without knowing the source of the documents and the facts underlying the creation of the document, it is very difficult for a non-lawyer to know whether it is an appropriate form to use. There are very few legal documents that are one size fits all. Many times I’ve had clients come to me with an operating agreement they’ve found online. Even if it’s a perfectly good form, it rarely aligns with what the client actually wants. A 50/50 ownership is going to have different considerations than a 90/10 ownership, for example.
If you are a SaaS company for example, your licensing agreement is a contract that you will be using over and over again, and it is the key component of your business. It’s worth it to take a little time and expense upfront to get it right so you are properly protected.
Every entrepreneur is different and every venture is unique, which means that your legal agreements may not be off-the-shelf either. We start by getting to know you and your business and understanding what questions keep you up at night. We’ve heard from multiple entrepreneur clients that 15 minutes with us is more helpful than hours with AI.
About Us
Lauren Ziegler is a Member at Nemphos Braue, where she represents startups, emerging and mature private companies, and investors in a variety of corporate, securities and business law matters. She regularly assists clients with mergers and acquisitions, capital raises and financial transactions, compliance, entity formation, structuring and governance. Stemming from her interest in working with startups and entrepreneurs, Lauren spearheads the work Nemphos Braue does with incubators and accelerators.
Michael Antone is a U.S. Registered Patent Attorney with more than 20 years of experience. As Counsel at Nemphos Braue, he helps clients protect their intellectual property assets. He has worked with clients in a variety of industries ranging from communications equipment to software to online retailing. He is also a Professional Engineer, licensed in Pennsylvania, and brings perspective as a private equity investor with C-Suite leadership experience.
From formation to exit, Nemphos Braue attorneys have helped entrepreneurs and startups across a wide range of disciplines. Our team helps founders establish a secure structure and foundation from which to grow, protect intellectual property, prepare for investor scrutiny, and negotiate a path to future success. A boutique corporate law firm, Nemphos Braue builds upon experience at big law firms to develop true partnerships with our clients, providing strategic, tailored and sophisticated legal advice to businesses for all stages of their growth.
