#196 - Corporate Structure & Financing 101 with Giannuzzi Lewendon
The Startup CPG Podcast
Startup CPG
4.9 • 642 Ratings
🗓️ 13 May 2025
⏱️ 59 minutes
🧾️ Download transcript
Summary
In this episode of the Startup CPG Podcast, Daniel Scharff sits down with Adam Marsh and Gabrielle McGonagall from Giannuzzi Lewendon, one of the most trusted law firms for CPG founders. They break down everything early-stage founders need to know about setting up their companies, choosing the right entity (LLC vs. C-Corp), fundraising strategies, issuing equity to employees and advisors, and how to protect yourself from losing control of your business.
Adam and Gabby also unpack key differences between SAFEs and convertible notes, the pros and cons of crowdfunding, the reality of secondary sales for founders, and why having the right legal advisors is crucial—especially as you scale. Whether you're raising your first check or dreaming of a major exit, this conversation will set you up with the legal fundamentals to do it smartly and safely.
Ready to level up your founder knowledge? Listen now and get one step closer to building a company that lasts!
Contact Giannuzzi Lewendon for a consultation at https://gllaw.us/
Listen in as they share about:
- Choosing the Right Business Entity
- Equity Ownership and Vesting
- Fundraising Mechanics
- Investor Rights and Founder Protection
- Dilution and Secondary Sales
- Legal Expertise vs. AI Tools
Episode Links:
Website: https://gllaw.us/
LinkedIn: https://www.linkedin.com/in/adam-marsh-847a8571/
LinkedIn: https://www.linkedin.com/in/gabrielle-mcgonagle-803b2b21/
Don't forget to leave a five-star review on Apple Podcasts or Spotify if you enjoyed this episode. For potential sponsorship opportunities or to join the Startup CPG community, visit http://www.startupcpg.com.
Show Links:
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- Questions or comments about the episode? Email Daniel at podcast@startupcpg.com
- Episode music by Super Fantastics
Transcript
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| 0:00.0 | Hey, do you know about Mini Social? |
| 0:03.7 | So it takes seven touch points on average to convert a potential consumer. |
| 0:07.3 | You can get started by meeting your consumers where they can see you every day on social. |
| 0:11.9 | Our friends at Mini Social work with brands on micro-influencer amplification and UGC creation. |
| 0:18.2 | You can get content that's fully licensed for use on your own marketing channels |
| 0:21.6 | and watch creators post about your products to their audience. |
| 0:25.6 | Mini Social has been around since 2018, partnering with over 1,000 CPG brands like |
| 0:30.3 | Bonza, Outstanding Foods, Fly By Jing, Hydrant, Love Wellness, and many more. |
| 0:34.6 | You can learn how it works by visiting CPG.binisocial.com and take a look |
| 0:39.5 | of their case studies. |
| 0:40.6 | Make sure to mention us at Startup CPG for a special |
| 0:43.1 | discount. |
| 1:13.7 | Thank you. If you are still an employee, there's typically something called a cashless exercise, which means upon a sale, you will get distributions as if you owned those shares, less whatever your exercise price is. So if you are there at the time that there's an exit, typically you will get the |
| 1:20.0 | benefit of owning those shares and they'll just reduce it by whatever your purchase price |
| 1:24.9 | would have had to be. You go into this hoping that you're going to have a great |
| 1:28.7 | long-term career at this place. Maybe it doesn't pin out the way you want. And now you've taken |
| 1:33.5 | certain compensation that you thought was going to be really valuable. And maybe that's not so much |
| 1:38.5 | the case when you go to exit. From an employee or an advisor standpoint, there's a little bit more |
| 1:44.1 | risk there. From a company standpoint, there's a little bit more risk there. |
| 1:45.2 | From a company standpoint, it's sort of making sure that it's like, hey, you're going |
| 1:49.1 | to get the benefit of this if you're around when we go to sell this thing. |
| 1:54.5 | Welcome, everyone, to a very important episode of the startup CPG podcast. |
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