This memorandum is a legal narrative and chronology of the three companies that were founded by Laurence Girard, a Harvard student who first conceived of this concept in September 2012. This narrative commences with the founding of Nutritas LLC (“Nutritas”) in 2012 through the launch of the Fruit Street website and SaaS on October 1, 2014. The term “legal narrative” is utilized here since included are legal opinions and conclusions made by Christopher F. Meatto, Esq. (“Meatto”), startup legal adviser (also a former Harvard student) and founder of HarvardLaw74.com. Christopher is a graduate of Harvard Law School and has 40 years of experience as an attorney. As a disclosure, Meatto currently serves as counsel for Fruit Street Health, Inc. and is significantly involved in its day to day operations, although he owns no equity in Fruit Street. Laurence Girard’s vision in founding Nutritas, Prevently Inc. (“Prevently”) and Fruit Street, Inc. (“Fruit Street”) has always been to create a disruptive online health portal and mobile application that would combine health content, e-commerce, telemedicine, personal health records, and social networking tools in a unique and compelling way for the mutual benefit of patients and the medical profession. From commencement until the present, Girard’s business and customer acquisition strategy has been to primarily seek investments and support from a group of investors already established as health care professionals and to engage several of these investors as his key advisers. This strategy is central to Girard’s vision, since he has intended from the start to operate a health portal with revenue obtained by patient utilization and physician licensing of software. Girard Personal and Educational History Laurence Girard was born on January 19, 1992 at Huntington Hospital in Huntington, NY. He was 20 years old when he launched this project, a fact which all investors and vendors were acutely aware. Laurence graduated from Harborfields High School, Greenlawn, New York, in 2010 and then spent 2010-2011 volunteering in his local emergency room at Huntington Hospital in the North Shore LIJ Health System. Laurence commenced his Harvard education by taking 3 requisite online courses at the Harvard Extension School (“HES”) in the Fall of 2010 and the Spring of 2011. Laurence received an A, A, and A- in these three requisite courses which made him eligible to apply for acceptance to the HES undergraduate degree program at HES. Upon his acceptance, Girard moved to Cambridge and attended HES on a full time basis. Girard completed two academic years at Harvard University and lived off-campus in Cambridge during the majority of this period. During the tenure at Harvard, Girard completed 18 courses, 11 courses of which were medical courses, and 7 of which Girard attended lectures alongside Harvard College students. In further pursuit of medical knowledge and his entrepreneurial dream, Girard’s extracurricular activities included pediatric emergency medicine research at Boston Children’s Hospital, neurobiology research at Cold Spring Harbor Laboratories, attendance of entrepreneurial lectures at the Harvard Innovation Lab on the Harvard Business School campus, attendance of entrepreneurial conferences with the Kairos Society, and a primary author publication in the journal Pain: International Research in Pain Management which he co-authored with established physicians. While at Harvard, Girard learned about entrepreneurship at the Harvard Innovation Lab and via the Kairos Society. He also volunteered for a non-profit organization called Learn to Be which provided free online tutoring for K-12 students. Finally, Girard had a passion for programming, and for a period of three months while at Harvard spent 60 to 80 hours per week teaching himself to code from Harvard computer science recorded lectures. Until he decided to leave Harvard to work on Prevently, he intended to enroll as a full course load computer science student his Junior year. Girard took a leave from his Harvard studies his Junior year to work full time on Prevently at the Harvard Innovation Lab. This year while working full time on Fruit Street Health, Laurence opted to take two online courses in “Lifestyle Medicine” and “Nutrition” through Harvard since they are highly relevant to this business. The Founding of Nutritas LLC Nutritas was formed in the fall of 2012 by Girard and Stephen Lane a Girard high school friend finishing his senior year at Cornell University. Girard owned 51 percent of Nutritas at formation and Lane owned 49 percent. The co-founders had an understanding that since Stephen was graduating a semester early from Cornell University that Stephen would work full time for Nutritas starting in February of 2013. It is important to note that the entire Nutritas concept was conceived and put together by Girard, and Lane’s grant of equity was premised on his promise to work on this project on a full time basis. The amount of equity shared with Lane was more than an experienced startup founder would have offered. Nutritas also had a group of founding advisors which Laurence and Stephen recruited to help them with tasks such as writing a business plan, completing financial projections, creating investor presentations, and building software. The founding advisors consisted of Maulik Majmudar, George Ellis, Fabrizio Fantini, Robert Darling, Natanel Barookhian, and William Fruhan. The CTO of the company at the time was Adib Haque. Girard promised these advisors equity which by most objective standards published on the Internet exceeded 300 percent of traditional advisor grants. The reason for this generous grant was that Girard expected the advisors to actively guide him on a weekly basis and teach him the essentials of managing the risks of a medical startup. Sadly, the basics of even teaching basic bookkeeping practices were not taught and the advisors failed miserably in fulfilling their duties as advisors. In Girard’s opinion, Fabrizio Fantini was the only advisor listed above that met or exceeded his obligations as an advisor. Maulik was finishing his cardiology fellowship at Brigham & Women’s Hospital at the time and met Laurence at the Harvard Innovation Lab on the campus of Harvard Business School. George Ellis, Fabrizio Fantini, and William Fruhan were recruited by the co-founders through the Harvard Business School alumni database. Robert Darling was recruited via LinkedIn and Natanel Barookhian was recruited via an MIT technology email list. The Nutritas advisors conducted weekly conference calls with the co-founders. The original business plan, financial projections, and investor presentation were completed sometime in the fall of 2012. These carefully constructed plans became the nucleus of the Prevently business plan and operation. Kristen Faulkner’s Introduction to Stephen and Laurence Laurence and Stephen were looking for additional technology expertise and Kristen responded to a social media advertisement for a CTO posted by Nutritas in a “Harvard Women’s Computer Science” group. Laurence and Stephen were originally offering Kristen equity in the range of 5% to be the CTO. When Stephen decided to accept an offer at Citibank with a lucrative salary and excused himself from the project, Laurence began to treat Kristen as a co-founder. Cooley LLP, Nutritas attorneys, had advised Laurence to retain 75 percent of founder equity and to give Kristen no more than 25 percent, and, indeed, had validated Laurence’s initial instinct that a CTO ought to receive equity in the 5% range. (Stephen subsequently renounced in writing any claims to Nutritas and Prevently shares in exchange for 0.25% in Prevently stock options and a payment of $2,000 for expenses.) Based upon her oral commitment to work with Laurence full time as a co-founder, Laurence set in motion the documents that would eventually give Kristen her virtually equal share of founder equity position Prevently. This decision to grant above industry equity to a CTO was significantly influenced by Kristen’s refusal to work at all without an abnormally large CTO equity position. In or around April 2013, Laurence and Kristen began a romantic relationship. She moved into one of the two bedrooms in Girard’s apartment in Cambridge, Massachusetts in late May or early June 2013 after the end of the Harvard semester. Nutritas Becomes Prevently Nutritas had retained Cooley LLP in December, 2012. Cooley had suggested that Nutritas become a Delaware C Corporation because this legal structure is the most commonly favored by investors. Based upon Cooley’s advice, Prevently, Inc. was organized as a corporation in the State of Delaware and Girard received approximately 33 percent of its shares and Kristen 32 percent. Additional shares were issued to founding advisors in various single digit quantities. Girard Successfully Raises Three Rounds of Prevently Financing On the advice of Cooley, Nutritas, which was a New York LLC, became dormant and the project was incorporated in Delaware by the formation of Prevently, Inc by Cooley. Cooley advised that Prevently raise money by multiple rounds of financing. Round 1 was an offering of $50,000 worth of common stock at a valuation of $500,000 “pre-money”, which means Prevently was valued by investors in this round at $500,000 and this valuation was approved by Cooley. The per-share price was $0.05. Round 1 was oversubscribed. Round 2 was an offering of common stock priced at a pre-money valuation of $2,000,000. Again, this valuation was made by investors and approved by Cooley. The per-share price was $0.16. Approximately $550,000 worth of common stock was sold. Round 3 was an offering of preferred stock prices at a pre-money valuation of $5,000,000. Again, this valuation was made by investors and approved by Cooley. The per-share price was approximately $0.32. Approximately $330,000 worth of preferred stock was sold against a target of $1,000,000 All of the investment rounds were equity rounds. Each investor was presented with and signed a stock purchase agreement and all such agreements complied with applicable provisions of United States securities laws and these offerings were publicly filed by Cooley as required by law. Each investors, by signing the accredited investor letter, represented that he or she had the requisite knowledge and sophistication required to make an informed decision about investing in an early stage startup. Girard takes the position that he gave investors the opportunity to ask every possible question before investing and Girard answered all of those questions truthfully to the best of his knowledge. The investor documents themselves recite that such opportunity was afforded to the investor. The History of Prevently Software Development Prevently hired Ingenuity Technology Consulting, a 50 person established software development firm in the Philippines to build a website and mobile application to accomplish Prevently’s business development and technology goals. The developers met with Laurence/Kristen on a daily basis through Skype and used tools such as Pivotal Tracker to track their software development needs. The engagement was made on a $25-30 per developer hour with a reserve of 50 percent pending project segment completions. Although one consultant suggested that Prevently could have developed the code at a lower price, there is no dispute that the Ingenuity work was competent and useable. Eventually, Girard decided to engage Keath Chan as its technical consultant to give an overall assessment. Chan has a computer science degree from Cornell and 15 years of software engineering experience. Keath’s assessment of the Ingenuity code was: “From a technical perspective, I can give the following assessments: – While there are a plethora of free and open source CMS solutions out there (WordPress, Joomla, Drupal, etc.), CMS do not work out of the box for a site/web application without customization and integration. Prevently had specific business requirements and a unique user experience. Regardless of which CMS solution was chosen, there would have been a non-trivial programming effort associated with it in order to tailor it to the needs of the site which would translate to the cost of the project. For example, I have recently scoped out a CMS based project for a consumer packaged goods client that uses an open source CMS platform, and it came up to 6-month, 4 developer project that would have priced out at around $500k at market-priced development rates. – My understanding of Prevently was that it was following a lean startup model. That is, it came up with core business hypothesis that needed to be implemented as a viable product in order to bring to the market where it can be tested, analyzed, and refined as needed. On the point of eCommerce, the solution was developed with this thought in process. While the initial solution may seem ‘low fidelity’, it actually was the right initial steps in sussing out consumer requirements and solidifying a good foundation before engaging in full-on large scale ecommerce solutions such as a Magento, Hybris, or Oracle platform. – Many technical startups follow a ‘loose Agile’ methodology when it comes to development. In conjunction with the Lean startup mindset, this methodology avoids the initial mountain of documentation and specifications in favor of starting with higher level functional components and then fleshing each component in a series of development scripts, with the possibility of having to rework entire portions if analysis shows that it needs to happen. This approach allows the technology platform to be nimble and adaptable to business driven pivots and reduces the amount of wasted effort in working on the parts that are needed. This can be seen as a lack of plan or architecture but as long as the foundation’s integrity is held and the platform maintains its extensibility and scalability, it is often a preferred methodology in a technology focused start up.” At the time Girard was fired, the website and mobile application that Ingenuity developed was highly functional and was capable of the following: 1. Content Management System (“CMS”): The bulk of the engineering was spent developing a content management system which was capable of handling article submissions from tens of thousands of writers on a daily basis and publishing thousands of articles per day. One might argue this CMS was on par with that of a large public digital media company such as Yahoo! Payment systems and feedback mechanisms were highly automated. Keath Chan was highly impressed with the CMS which was developed and thought it was a better solution than an off-the-shelf product such as WordPress. 2. Ecommerce: The e-commerce portal had sold $3,000 worth of products and administrators had the ability to upload products and sort them into different categories among other functionality. Consumers could add products to their cart and checkout using their credit card. 3. Telemedicine: Patients could pay to subscribe to a wellness coach. 4. Personal Health Record: Using Validic the personal health record aggregated data from multiple wearable fitness devices such as FitBit, Nike Fuel Band, JawboneUP, iHealth, and Withings. In addition, Prevently’s approved iPhone app allowed users to take pictures of their food and upload it to the personal health record for their wellness coach to view. 5. Social Networking: A robust social network which was approaching similar functionality to Facebook i.e. live chat, friend requests, groups, search etc. had been developed. This was all among other features that were being used on the website. In short, the website was highly functional with a few bugs, but was capable of supporting a significant quantity of paying customers and in fact 1,600 users had officially registered to use the website. The bugs were almost completely resolved at the time Girard was fired, but even established software products such as VSee have bugs. Financial Accounting at Prevently Approximately 2 months after its funding commenced, Prevently engaged Joshua Zimmerman, CPA, as its account and bookkeeper. Joshua was strongly recommended by Natanel Barookhian, a Prevently advisor, who has an MBA degree from MIT and was a CPA at Ernst & Young. Joshua’s responsibilities were self-defined, since neither Girard nor Faulkner had any experience in either bookkeeping or accounting. Joshua’s company, Westwood Tax and Consulting, was compensated regularly at customary hourly rates. It is true that Joshua failed to properly account for many legitimate transactions in a timely fashion. This frustrated several investors. Joshua also failed to provide specific instructions and protocols to Prevently’s young founders as to how to execute and record certain expenditures. At no time, did Girard ever fail to disclose to Joshua company transactions or expenditures. It is also surprising how nonchalant Natanel Barookhian’s advice was regarding accounting practices considering his background as a CPA at Ernst & Young. Founder Housing Provided by Prevently Laurence Girard met Kristen Faulkner in March of 2013. Kristen moved into Laurence’s 2BR apartment in Cambridge in June of 2013. The two dated each other that summer and worked out of the Harvard Innovation Lab on the campus of Harvard Business School. The Harvard Innovation was obtained at no cost to Prevently. Laurence Girard and Kristen Faulkner left school in September and moved to Huntington, NY to join a business incubator called Long Island COMETS. They were given dedicated office space in Mineola, NY. Kristen had a private bedroom and lived with Laurence, his parents, and his brother in Huntington NY at their home. The Mineola office was obtained at no cost to Prevently. Laurence Girard and Kristen Faulkner moved to San Francisco to participate in a co-working space called Runway which was located in the Twitter building on Market and 9th in San Francisco. Laurence and Kristen were still dating at the time and Kristen voluntarily executed a residential lease on an apartment across from their office with Sagar Patel and Girard. Since Girard and Faulkner did not obligate Prevently to a commercial lease in San Francisco, and since neither was receiving a stipulated salary from Prevently, the co-founders decided as a matter of business judgment to make the payments on the San Francisco leased premises from which they performed substantial services for Prevently. After reviewing email communication between Girard and Faulkner, Meatto has concluded that there is no factual basis in those communications for Faulkner’s allegations that a mutual consensual relationship did not exist. Girard’s Voluntary Expansion of the Board of Directors Girard felt that expanding the board of directors would improve corporate governance and allow him to make better decisions under the guidance of senior directors mentoring him as the CEO. He expanded the Board in late February 2014 because he felt the individuals he elected to to the Board were among his most loyal supporters and with their help he could significantly improve Prevently. Girard would only learn later through emails and audio recordings that, at the time of their appointments, Kristen and other appointed directors were already planning to seize control of Prevently and remove Girard completely from Prevently’s management. Several of the appointed directors, before appointment, disingenuously assured Laurence that they would not fire him and that they would be his ally. Girard also expanded the Board because he was becoming highly concerned about Kristen and felt that he had a conflict with her, and, because of his personal relationship with her, he could not make any decisions relating to Kristen financially or regarding her employment. Laurence expanded the board of directors through a board consent to include himself, Andrew Scott, Hien Nguyen, Maulik Majmudar, and Alec Bowers.” Maulik Majmudar immediately resigned from the board of directors after being appointed. Cooley’s Careless Drafting of Founder Repurchase Agreements Enable Faulkner to “Blackmail” the new Prevently Boar Too much by all sides has already been written about the fiasco that surrounded Faulkner’s claims of sexual harassment and the Board’s response to these unfounded allegations. During the 30 day period before appointment on the expanded Board, Faulkner departed from San Francisco, abandoned her day to day responsibilities at Prevently’s San Francisco offices, increased the volume on her unproven allegations, and fled to the wilderness, from where she continued to make irrational monetary demands on the Company totalling $165,000. Here is a succinct legal analysis of Faulkner’s claims. A brief summary of startup contract law is necessary. In the vast majority of startups organized by major law firms and competent counsel, there are significant safeguards to protect the Company from being blackmailed by a founder who has stopped working. This blackmail can be avoided by the rational combination of vesting provisions and repurchase calculations that achieve a repurchase without the significant outlay of Company funds. The expenditure of investor funds to buy out a founder is frowned upon by all, especially when the Company has no earnings or cash flow of its own. In particular, unvested shares are always repurchased at a de minimis value (e.g. $0.000000001 per share), since the Founder has not earned these shares. For some unknown reason, Cooley set the repurchase price for unvested founder equity at the “original issue price”, which, again by Cooley’s hand, was $0.05 per share. This valued Faulkner’s shares at $165,000.00 Meatto has reviewed the attorney-client communications between Girard and Cooley furnished to him and can find no evidence of Giard requesting either the $0.05 per share original issue price or the omission of the typical de minimis repurchase clause. These gaffes by Cooley LLP convinced Kristen that she could hold Prevently hostage and demand $160,500 for repurchase, since the alternative valuation (fair market value) had been de facto set by a significant round of Prevently financing (approximately $330,000) at $0.32 per share. Finally, one can only speculate as to whether the sexual harassment/hostile workplace claims raised by Faulkner were invented to unduly and artificially influence the Prevently Board of Directors to repurchase her shares at the inflated price of $165,000.00. Indeed, Faulkner subsequently agreed to sign general releases, non-disparagement agreements, and an Non-Disclosure Agreement in exchange for the $165,000 repurchase. Girard, despite being personally distraught by Faulkner’s accusations and economic demands, took every prudent and reasonable measure to meet her demands. He had already voluntarily expanded the Board of Directors to five members for improved corporate governance. Girard spoke many, many times with Faulkner and her father (who represented her interests). He advocated to other Board members that this issue be resolved and these individuals also had extensive discussions with Kristen on behalf of Prevently. Jim Fulton of Cooley also intervened. Most importantly, Girard had Prevently appoint Hien Nguyen as the Interim CEO to handle negotiations with Kristen as a more neutral party, which Girard thought might yield better success in reaching an amicable resolution. The expanded Board agreed to pay Kristen the $165,000, but requested that Kristen give the company an extended repurchase period of 6-12 months with a $25,000.00 upfront payment. Kristen was extremely unreasonable and would not give the company an extended repurchase period despite the fact that she knew that the company had less than $50,000.00 in the bank. Further, she also knew that it would be impossible to raise new investor funds with her claim as a supposed sexually harassed founder outstanding. The only concession that Kristen made was to give Prevently 30-60 days to raise capital before making any decisions. The Prevently Board Meeting of March 30, 2014 In attendance as board members were Laurence Girard, Andrew Scott, Alec Bowers, Hien Nguyen and as observers Maulik Majmudar and Robert Darling. The meeting was conducted by telephone conference. Nguyen opened the meeting by informing Girard that the requisite majority vote of shareholders had been obtained to remove Laurence as a director “for cause”. Nguyen offered Girard the option of “resigning with dignity.” Girard asked for a few days to engage counsel and discuss with an attorney. Scott and Nguyen demanded that Laurence decide now on the board call. When Girard asked if he would be retained as a paid employee, Hien and others said that they did not know at this time whether or not Laurence would continue to be paid as an employee of the company going forward. Girard asked if at minimum the board could pay him $1200 per month to pay for his student loan and food and in return he would raise money from his free housing with his parents in New York. Laurence thought this was a fair request in return for raising hundreds of thousands of dollars per month and was minimal compensation. The board said that they could not commit to even paying for Laurence’s food, shelter, or student loan at the time despite the fact that at the time of this meeting Laurence was the only full time employee of the corporation. This was despite the fact they knew perfectly well (and concealed this fact from Girard) that they had fired him at a secret board meeting on March 27th. The board of directors could have been more straightforward and told Laurence that he had already been terminated and would not be paid for future work. At this board meeting, Laurence Girard was asked to resign from the Prevently board of directors in the best interest of the company. The individuals who were directors of the corporation at this time were Laurence Girard, Andrew Scott, Hien Nguyen, and Alec Bowers. The board observers were Maulik Majmudar and Robert Darling. All of these individuals were on the teleconference for this board of directors meetings. The transcript of this meeting reflects the following to recap: 1. Hien Nguyen (the Interim CEO) told Laurence Girard that the other board members and observers had accumulated 63% of the shareholders to vote to remove Laurence Girard from the Prevently board of directors “for cause” through a shareholder consent. Hien claimed that the board of directors was not going to exercise its right to remove Laurence as a director because they thought it would be more noble of them to give Laurence Girard the opportunity to resign with dignity before getting fired. 2. At first, Laurence Girard was outraged and began asking questions such as whether or not this decision was done because Jim Meehan was threatening to sue the corporation and was angry since Laurence had fired Meehan as an advisor. Girard asked to speak with legal counsel, but Andrew Scott and Hien Nguyen said that this was time sensitive and that Laurence Girard needed to decide immediately if he was going to resign from the board of directors on that phone call. Laurence asked several times if he could consult his legal counsel first and speak to other shareholders, but the other board members continued pressuring him to resign from the board immediately due to what they claimed was time sensitive. Because of his belief that 63% of the shareholders had voted to remove him as a director, Laurence did reign from the board at this meeting. 3. The next day Laurence Girard called almost all of the Prevently shareholders and could not find a single shareholder that had been asked by the Prevently board of directors to sign a voting document to remove Laurence Girard as a director for cause. In fact, every single shareholder that Laurence had called (which was at least 30-40 shareholders within a day or two had never received ANY communication, written or verbal, from Hien Nguyen who was the CEO of the company at the time. Therefore, it started to become apparent that when the board of directors claimed that they had a 63% shareholder vote that in reality they did not have a single vote. It was later confirmed by Hien’s own admission on the phone to Laurence that “We did not actually have the vote, but we assumed that we could get the votes if you did not resign. Therefore, that’s why we told you that we had 63% – because that’s the amount of shareholders we estimated would have voted to remove you with cause if we had done an actual vote.” The intentional misrepresentation to Girard that a shareholder vote had taken place to remove him as a director, combined with the concealed prior termination of Girard at the March 27 Board meeting and the repurchase of his stock, if proven, would entitle Girard to substantial damages for fraudulent misrepresentation. These actions would also subject the directors to civil liability claims by Prevently itself and its shareholders derivatively. The Prevently Secret Board Meeting of March 27, 2014 On or about April 1st, 2014, after the March 30 meeting, and with no courtesy email or telephone call, Girard received a letter by federal express, dated March 28, 2014 executed by Hien as Chief Executive Officer. Incredibly, the letter recounts a supposed Prevently Board Meeting of March 27, 2014, to which Girard was neither aware nor invited as required by Delaware law. At the March 27 meeting, Hien reports the following occurred: “On March 27, 2014 at a meeting of the Company’s Board of Directors it was determined to terminate your relationship as a Service Provider to the company. It was further determined by the Board that owing to the current status of the Company that the Fair Market Value of the Common Stock of the company is $0.00001. It was further determined by the Board that it would exercise its Repurchase Right with respect to the unvested shares of stock under the RSPA.” The board repurchased 2,406,917 of Laurence’s unvested stock for $240.07 and enclosed a western union check for said amount in an envelope. Laurence’s Check for 2,406,917 shares repurchased for $24.07 at $0.00001 per share. The illegality of this purported action has been already fully addressed in the Meatto legal opinion letter from April 2014. The salient points of that opinion are as follows: Meatto has also rendered the following legal conclusions: a. Delaware Law required that Girard be given notice of the March 27 meeting. b. The Board of Directors had no basis, nor the experience, to properly determine the fair market value of Girard’s shares. Indeed, the same Board, was willing to accept the valuation of $0.05 a share for Faulkner’s shares. Further, Prevently had recently sold shares at $0.32 per share. In further support of this point, the Board was aware that Girard had a new group of investors will to pay the $0.32 share price set out in Round 3, of which $330,000 as described had already been sold. c. The existence of ready, willing, and able purchasers at $0.32 per share makes the repurchase of Girard’s and Faulkner’s shares breach of Prevently’s own corporate documents, the agreement among the parties, and a clear breach of fiduciary responsibility. The repurchase of founder shares had no corporate purpose, was punitive in nature, and only subjected Prevently to lawsuits that could be filed by the founders as well as investors who had invested on the basis of Girard being actively involved and invested in Prevently’s business. d. Prevently failed to provide proper or any notice of the March 27 meeting to Girard. Laurence was one of the directors of the corporation on March 27th. Section 21 of the Prevently Bylaws states as follows: “Notice of Special Meetings: Not
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