For 30 years the qualified small business stock (QSBS) exclusion sat demurely in Section 1202 of the Internal Revenue Code, a generous benefit that few founders planned for and many discovered only after it was too late to qualify. That obscurity is ending. The One Big Beautiful Bill Act, signed into law on July 4, 2025, delivered the … Read more
The Term Sheet Was Six Miles Wide. Why the dinosaurs never invented artificial intelligence is usually answered with brain to body mass ratios and a shortage of opposable thumbs. That answer is lazy. The dinosaurs came close. Their failure was not cognitive. It was structural, procedural and in the end catastrophically uninsured. Start with the … Read more
Founders who receive restricted stock have 30 days to file an 83(b) election with the IRS. Miss the window and you owe income tax on the rising value of your shares every time a tranche vests, even if you have not seen a dollar of cash. Make the election and you lock in your tax … Read more
This article was originally published on Law360 in June 2026. On April 17, federal prosecutors unsealed a 10-count indictment in the U.S. District Court for the Eastern District of New York charging the CEO and chief financial officer of iLearningEngines Inc., a corporate education and training company claiming to utilize artificial intelligence, with securities fraud, wire … Read more
SUMMARY A federal jury in Oakland ended the Musk v. Altman trial on May 18 without reaching the merits, finding Elon Musk waited too long to sue OpenAI. The statute of limitations ruling cleared a major legal challenge for OpenAI as it approaches a potential IPO. For founders and investors in mission-driven ventures, the case … Read more
New Jersey is no longer just talking about artificial intelligence. It is building the infrastructure, the capital networks and the talent pipelines that serious AI development demands. The NJ AI Hub, now fully operational in West Windsor, has moved from ribbon-cutting ceremony to first cohort in a matter of months, and the implications for entrepreneurs, investors … Read more
SUMMARY When raising capital, companies can use Section 4(a)(2) or Regulation D exemptions to avoid costly public offerings. While Section 4(a)(2) offers privacy and no federal filings, most attorneys prefer Regulation D because it preempts state securities laws, provides clearer legal standards and offers stronger protection against lawsuits. Section 4(a)(2) remains useful mainly for single-investor … Read more
SUMMARY Before signing an NDA, scrutinize the scope of confidential information, exclusions and duration. Watch for residual knowledge restrictions that prevent using information retained in memory. Review return obligations, remedies including injunctive relief, fee provisions and jurisdiction clauses. Beware hidden non-competes or IP assignments. Ensure restrictions are reasonable and compliance is feasible. Non-disclosure agreements are … Read more
SUMMARY Tech startups should typically pursue friends-and-family and angel funding before approaching venture capitalists. This sequence offers crucial advantages: founders retain more equity (giving up 5-15% versus 20-30% to VCs), gain negotiating leverage through early traction, maintain operational autonomy and use simpler legal structures like convertible notes. Early capital provides time to experiment without board … Read more
SUMMARY AI business planning tools empower tech founders by automating market research, financial modeling and strategic planning, delivering data-driven insights and efficiency. Engineers leverage their analytical skills to critically evaluate and refine AI outputs, ensuring alignment with technical realities and investor expectations. This hybrid approach enhances accuracy, scalability and adaptability in business plans, bridging the … Read more
Part 1 covered the strategic and operational aspects of business planning. However, the legal foundation of an entrepreneur’s business also requires meaningful attention. Overlooking these elements can result in costly problems that threaten a business’s survival. A separate post will deal with the use of AI in creating business plans. Intellectual Property Protection Trademarks: Entrepreneurs should … Read more
Part 1 focuses on why an entrepreneur needs a business plan and what makes one effective. Part 2 will deal with legal considerations and other essential business matters. A separate post will discuss the use of AI in creating business plans. Why Your Business Plan Matters More Than You Think Many new entrepreneurs view business … Read more