Bay Area Business Lawyers | Primum Law

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Financial Statement Audit

When Does My Startup Actually Need a Financial Statement Audit?

When Does My Startup Actually Need a Financial Statement Audit? You’re negotiating a new funding round. Everything is progressing well until the investor sends a diligence request asking for audited financial statements. Your finance team has accurate bookkeeping records, but you’ve never completed a financial statement audit. Can you get one done before closing? For

When Does My Startup Actually Need a Financial Statement Audit? Read More »

Offshore Holding Company

What Is Economic Substance, and Could It Put My Offshore Holding Company at Risk?

What Is Economic Substance, and Could It Put My Offshore Holding Company at Risk? You formed a Cayman or British Virgin Islands (BVI) holding company because it seemed like the standard structure for venture-backed startups. The company has a registered office, local filing agent, and corporate records in place. Then someone asks whether the company

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Subsequent Closing

What Is a Subsequent Closing, and What Do I Owe If I Join a Venture Fund Late?

What Is a Subsequent Closing, and What Do I Owe If I Join a Venture Fund Late? You’ve decided to invest in a venture capital fund. As you begin reviewing the subscription documents, you discover the fund already held its first closing several months ago. The fund manager explains that you can still participate, but

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Due Diligence

What Due Diligence Should I Run on a Fund Manager Before I Invest as an LP?

What Due Diligence Should I Run on a Fund Manager Before I Invest as an LP? You’ve reviewed the fund presentation. The investment strategy sounds compelling, the past returns look impressive, and the general partner seems experienced. Now you’re being asked to commit capital to a fund that may last 10 years or longer. Once

What Due Diligence Should I Run on a Fund Manager Before I Invest as an LP? Read More »

Preferred Stock

What Does Preferred Stock Actually Give My Investors That Common Stock Doesn’t?

What Does Preferred Stock Actually Give My Investors That Common Stock Doesn’t? You’re raising your first priced funding round. The lead investor sends a term sheet offering to purchase preferred stock. As you review the document, you notice terms like 1x liquidation preference, protective provisions, and anti-dilution rights. They all sound fairly standard. But one

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Corporate Records

What Corporate Records Does My Startup Have to Keep to Protect Its Liability Shield?

What Corporate Records Does My Startup Have to Keep to Protect Its Liability Shield? You formed a Delaware C-corporation, opened a business bank account, and assumed your personal assets were now protected. Many founders believe incorporation automatically creates a permanent liability shield. It doesn’t. A corporation provides limited liability only when it is operated as

What Corporate Records Does My Startup Have to Keep to Protect Its Liability Shield? Read More »

State AI Law Map

The State AI Law Map Changed in 2026. Which Rules Does My Startup Actually Have to Follow?

The State AI Law Map Changed in 2026. Which Rules Does My Startup Actually Have to Follow? Your startup uses artificial intelligence to power its product. A customer asks questions about your training data, bias testing, and AI governance. At the same time, headlines announce new AI laws in California and Colorado, while the federal

The State AI Law Map Changed in 2026. Which Rules Does My Startup Actually Have to Follow? Read More »

Convertible Note

How Does My Convertible Note Discount Stack With the Valuation Cap?

How Does My Convertible Note Discount Stack With the Valuation Cap? You raised your first funding through a convertible note. The terms looked straightforward. Your investors received a 20% discount and a valuation cap, and everyone agreed to move forward. Now your Series A is approaching. Your lawyer explains that the convertible notes will convert

How Does My Convertible Note Discount Stack With the Valuation Cap? Read More »

Register My Startup

Do I Have to Register My Startup in Other States to Do Business There?

Do I Have to Register My Startup in Other States to Do Business There? You incorporated your startup in Delaware because that’s where many venture-backed companies begin. Now your business is growing. You hired a remote engineer in Colorado, signed customers in California, and your sales team is expanding into New York. Then your attorney

Do I Have to Register My Startup in Other States to Do Business There? Read More »

Records Requests

Delaware Just Changed the Rules on Insider Deals and Records Requests. What Does It Mean for My Startup?

Delaware Just Changed the Rules on Insider Deals and Records Requests. What Does It Mean for My Startup? Your startup has raised outside funding, and your board is preparing to approve a transaction involving one of your major investors. Everyone agrees the deal makes business sense. Then someone asks whether the investor should vote on

Delaware Just Changed the Rules on Insider Deals and Records Requests. What Does It Mean for My Startup? Read More »

State Employment Laws

Which New State Employment Laws Should My Startup Know About After July 1, 2026?

Which New State Employment Laws Should My Startup Know About After July 1, 2026? You run a growing startup with a small team. Some employees work remotely. Others are spread across different states. You assume employment law changes mostly affect large companies with dedicated HR departments. Then July 1 arrives, bringing a wave of new

Which New State Employment Laws Should My Startup Know About After July 1, 2026? Read More »

Business Licenses and Permits

What Business Licenses and Permits Does My Startup Actually Need?

What Business Licenses and Permits Does My Startup Actually Need? You build software. You don’t manufacture products, run a restaurant, or operate a retail store, so business licenses probably aren’t something you’ve spent much time thinking about. Then you’re preparing for a fundraising round or customer due diligence, and someone asks whether your business has

What Business Licenses and Permits Does My Startup Actually Need? Read More »

Fund Investor

Should I Negotiate Co-Investment Rights as a Fund Investor?

Should I Negotiate Co-Investment Rights as a Fund Investor? You’re evaluating a venture capital fund. The strategy fits your investment goals, the general partner has a strong track record, and you’re almost ready to commit. Then the GP mentions that some limited partners occasionally get the opportunity to invest directly in the fund’s most promising

Should I Negotiate Co-Investment Rights as a Fund Investor? Read More »

Term Sheet

Is My Term Sheet “Dirty”? The Structured Terms That Can Cost Me My Company

Is My Term Sheet “Dirty”? The Structured Terms That Can Cost Me My Company Your investor just sent a term sheet. At first glance, everything looks promising. The valuation is higher than you expected, especially in today’s fundraising market. It feels like a great deal. Then your lawyer starts asking questions about liquidation preferences, anti-dilution

Is My Term Sheet “Dirty”? The Structured Terms That Can Cost Me My Company Read More »

Term Sheet

My Term Sheet Is Signed. What Could Still Kill the Deal Before the Money Arrives?

My Term Sheet Is Signed. What Could Still Kill the Deal Before the Money Arrives? You signed the term sheet. Your team is celebrating. Hiring plans are moving forward, and you are already thinking about how to deploy the new capital. Then your lawyer reminds you of something important. The money has not arrived yet.

My Term Sheet Is Signed. What Could Still Kill the Deal Before the Money Arrives? Read More »

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