IPOs – Negotiating the Terms

Navigating the complexities of an Initial Public Offering (IPO) requires meticulous attention to a myriad of provisions, each carrying significant implications for the company’s future as a public entity. The negotiation of these key provisions can be a delicate balancing act, involving the interests of the company, existing shareholders, underwriters and potential investors. Let’s delve … Read more

Overview of IPOs

The journey of a company from private to public ownership through an Initial Public Offering (IPO) is a transformative process that marks a significant milestone in its evolution. This transition, often viewed as a coming-of-age moment in the business world, opens doors to vast pools of capital and heightened prestige, while simultaneously ushering in new … Read more

Bridge Funding: Navigating the Gap

When it comes to startups, maintaining momentum is crucial. However, there are times when a company’s growth outpaces its available capital, creating a financial gap between major funding rounds. This is where bridge funding comes into play. It’s a vital lifeline that can keep a startup afloat and thriving during critical transition periods. Bridge funding, … Read more

Series B Funding: Moving Beyond

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

AI and Contract Analysis

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

Series A Funding: Scaling the Business

In the dynamic world of startups, securing Series A funding marks a pivotal moment in a company’s journey. This first significant round of venture capital financing represents a crucial step for young businesses ready to transition from promising concept to industry player. Series A funding typically comes into play when a startup has moved beyond … Read more

Raising Your First Funds: Friends & Family

As a first-time founder, you’ll likely tap into your closest connections before any professional investors. Raising a friends and family round is often the first outside capital that allows new startups to take those crucial first steps. What is a Friends and Family Round? This involves raising relatively small amounts of capital from your personal … Read more

Startup Funding from Pre-seed to IPO

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

Vesting Equity in Startups

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

Effective Non-Disclosure Agreements

Drafting a non-disclosure agreement (NDA) requires careful consideration to ensure its effectiveness and enforceability. By addressing common mistakes and incorporating additional considerations, parties can create a robust agreement that protects confidential information while promoting a fair and transparent business relationship.

Key Issues in SAFEs

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

M&A Earnouts

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 CTA & Your Business

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

LOIs – Common Mistakes

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

Corporate Transparency Act – Enforceable?

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: Automating M&A Document Review

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

Forming an LLC? Why not an S Corp?

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