What Is a Management Carve-Out Plan and When Should I Consider One Before an Acquisition? Your company is negotiating an acquisition. The headline purchase price looks strong. Investors seem happy. Advisors are talking about closing timelines and integration plans. Then someone models the distribution waterfall. Suddenly, a surprising problem appears. After liquidation preferences, preferred stock […]
What Is A Capital Call and What Happens If I Cannot Fund It? You commit $250,000 to a venture fund. At the time, you do not transfer the entire amount. Instead, you sign the paperwork, complete the subscription process, and assume the money will be needed at some point in the future. Six months later,
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What Is a Board Observer Seat and What Rights Does It Give My Investor? Your lead investor sends over a term sheet and asks for a board observer seat. At first glance, it sounds like a compromise. They are not asking for a board seat. They are not asking for voting power. They are simply
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How Do Transfer Pricing Rules Affect My Startup’s International Subsidiary? Your startup opens a subsidiary in Ireland to support European customers. Or perhaps you establish a Canadian entity to hire engineers and expand your development team. At first, the structure seems straightforward. The US parent company pays for certain services. The foreign subsidiary receives support,
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What Should My Startup’s First Employment Agreement Include Before I Hire Anyone? You found someone who wants to join your startup. They are excited. You are excited. You want to move fast and not kill the momentum with paperwork. So you send a quick offer letter and assume it covers you. It almost certainly does not. The moment someone
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Does My Startup Need a Privacy Policy and What Are the Risks of Not Having One? You launched. You have users. You are collecting emails, maybe phone numbers, maybe payment data. And someone just asked you: “Where is your privacy policy?” You do not have one. That moment is more expensive than it looks. A missing privacy policy is
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What Are the 2026 Changes to Carried Interest Taxation and How Do They Affect My Investors? Your investors are watching the carried interest debate closely. You should be too. How it resolves affects what terms they push into your deal and how motivated your backers are to exit fast. Carried interest is the share of
When Does My Startup’s Acquisition Require an HSR Antitrust Filing? You got the term sheet. The acquirer is serious. Then your counsel mentions an HSR filing and a 30-day waiting period. Do you actually need that? And what happens if you skip it? The Hart-Scott-Rodino (HSR) Act requires parties to certain mergers and acquisitions to notify the
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