Series C funding represents a more mature stage in a company’s growth compared to Series A and B. While Series A focuses on proving a business model and Series B on building market traction, Series C is about scaling and dominating markets. This progression is reflected in the funding amounts: Series A might raise $2-15 … Read more
Series B funding is a crucial stage in a company’s growth journey, typically occurring after the business has successfully developed its product or service and acquired an initial customer base. The primary goal of Series B funding is to scale operations and expand market reach. At this point, companies are looking to move beyond the … Read more
Contracts are critical components of any M&A deal, governing various aspects such as liabilities, obligations, warranties and intellectual property rights. Analyzing these contracts manually can be time-consuming and error-prone. AI-powered contract analysis tools can offer several advantages in this regard: Efficient Review Process AI algorithms can quickly review large volumes of contracts, including purchase agreements, … Read more
Startups embark on a unique journey as they grow and develop, often requiring various types of funding along the way. Each stage of funding is designed to support the company’s specific needs and goals at different points in its lifecycle. Understanding these stages can help entrepreneurs navigate the complex world of startup financing. Pre-Seed Funding: … Read more
For many, the allure of joining a startup lies in the potential for equity ownership and the opportunity to shape a company from the ground up. However, equity compensation in startups is typically governed by a critical mechanism known as vesting, which determines how and when employees and founders earn their stakes over time. Let’s … Read more
There are important issues that need to be carefully considered and discussed with respect to SAFE (Simple Agreement for Future Equity) agreements. (Yes, I know that’s redundant.) Let’s take a look: Valuation Cap This is arguably one of the most critical aspects of a SAFE. The valuation cap essentially sets the maximum valuation at which … Read more
Transactional lawyers can leverage AI in several ways to enhance their practice and deliver more efficient and effective services to clients. AI can be a powerful tool for transactional lawyers, but it’s important that AI be used as an aid and not a replacement for human expertise and judgment. AI systems need to be carefully … Read more
Earnouts serve a valuable role in bridging valuation gaps that frequently arise when buyers and sellers negotiate the pricing for an acquisition. Buyers typically apply conservative projections and valuations to limit overpaying, while sellers push for valuations based on their more optimistic future performance expectations. Earnouts allow a portion of the purchase price to be … Read more
The Corporate Transparency Act (CTA) was signed into law as part of the National Defense Authorization Act. The goal of this legislation is to make information about who really owns or controls certain corporations and limited liability companies more readily available to law enforcement. Why? To crack down on the use of shell companies in … Read more
A letter of intent or LOI is a document that’s often used to outline the preliminary understanding between parties before entering into a formal contract or agreement. Below, I outline the common mistakes in LOIs and how to avoid them. Parties should address these common mistakes and taking proactive steps to draft clear, comprehensive, and … Read more
The use of AI can provide significant benefits for the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) in managing the Corporate Transparency Act (CTA). However, there are potential dangers and risks that need to be carefully addressed. AI models can perpetuate or amplify existing biases in the training data, leading to discriminatory outcomes or … Read more
A Federal District Court in Alabama just issued a decision finding the Corporate Transparency Act (CTA) unconstitutional in the case of National Small Business United v. Yellen. The court ruled that in enacting the CTA, Congress exceeded its Constitutional powers, including its authority to regulate interstate commerce. Specifically, the court agreed with plaintiffs that while … Read more
AI can automate various aspects of the due diligence process, such as document review, redlining, and contract summarization. By automating routine tasks, AI frees up M&A professionals to focus on higher-value activities, such as strategic analysis and negotiation. I give more particulars below after the video. By automating routine tasks and leveraging AI-driven analytics, M&A … Read more
Founders may form many types of entities, including partnerships and regular corporations (C Corps), but two of the most popular types are limited liability companies (LLCs) and Subchapter S corporations (S Corps). Generally speaking, LLCs and S Corps are entities that allow profits and losses to be passed through to the owners of the entity, … Read more
LLC, a choice / Operating agreement / A necessity / More on LLC operating agreements here.
Entity structure / Limits liability / Care must be taken / More on piercing the corporate veil here.
It’s Not a 501(c)(3) A 501(c)(4) organization is an organization not organized for profit and operated exclusively to promote social welfare. 501(c)(3) and 501(c)(4) organizations are different. 501(c)(3) organizations are organized for charitable purposes; 501(c)(4) for social welfare purposes Both types of organizations are exempt from federal taxes, but only the 501(c)(3) organizations may receive … Read more
You have a new business or you’re thinking about expanding your existing business. And you think it would be great to offer some shares or membership interest in your company to an outside investor. Nothing could be easier. Right? Wrong! You may be selling securities and will need to comply with federal and state securities … Read more
If you’re buying or selling an entity – or its assets – you should be aware of a new notice from the Small Business Administration (“SBA”). If the seller has received Paycheck Protection Program (“PPP”) funds, it must notify the funds lender that the seller intends to enter into a sales transaction that would constitute … Read more
Your business is organized as a limited liability company, corporation or other entity. Its legal name includes a suffix such as ‘Inc.’ or ‘LLC’. However for marketing or other purposes, you wish to use the name without the suffix. A problem? Yes. Background Individuals, acting by themselves or with a group, are generally responsible for … Read more