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Terms of Service

Do I Need a Terms of Service or Customer Contract Before My First Customers Sign Up?

Business Law /

Do I Need a Terms of Service or Customer Contract Before My First Customers Sign Up? You are about to launch. The product is live. Customers are visiting the website. Someone is preparing to enter payment information and create an account. Then a question comes up: Do you actually need legal terms before customers start […]

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Can I Hire Employees in Another Country Through an Employer of Record?

Can I Hire Employees in Another Country Through an Employer of Record?

Business Law /

Can I Hire Employees in Another Country Through an Employer of Record? You found the perfect candidate. The problem is that they live in another country. Opening a foreign subsidiary to hire a single employee can take months, require significant legal work, and create ongoing compliance obligations. For an early-stage startup, that often feels unrealistic.

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Fund's Clawback Provisions

Can I Claw Back Carry From My Fund Manager If Later Deals Go Bad?

Business Law /

Can I Claw Back Carry From My Fund Manager If Later Deals Go Bad? Your fund had a great start. Two portfolio companies exited early and generated strong returns. The General Partner (GP) carried interest distributions, and everyone seemed pleased with the results. A few years later, the picture looks different. Several remaining investments underperform.

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Venture Capital

An Investor Wants to Fund Me Through an SPV. What Does That Do to My Cap Table?

Business Law /

An Investor Wants to Fund Me Through an SPV. What Does That Do to My Cap Table? You are raising a financing round. A prospective investor offers to participate through a Special Purpose Vehicle (SPV). Instead of dozens of individual investors appearing on your cap table, only one entity will hold the shares. The investor

An Investor Wants to Fund Me Through an SPV. What Does That Do to My Cap Table? Read More »

Change-in-Control Provisions

How Do Change-in-Control Provisions Affect Employees During an Acquisition?

Business Law /

How Do Change-in-Control Provisions Affect Employees During an Acquisition? Your company is in acquisition discussions. The buyer’s legal team is reviewing employment agreements, equity grants, and executive compensation plans. During diligence, they identify an issue: several members of your leadership team have single-trigger acceleration provisions. Suddenly, a clause that seemed harmless when it was signed

How Do Change-in-Control Provisions Affect Employees During an Acquisition? Read More »

Zombie Fund

What Is a Zombie Fund and What Rights Do Limited Partners Have When a Fund Stops Investing?

Business Law /

What Is a Zombie Fund and What Rights Do Limited Partners Have When a Fund Stops Investing? You invested in a venture fund expecting a fairly predictable lifecycle. The General Partner (GP) would deploy capital, support portfolio companies, pursue exits, distribute proceeds, and eventually wind down the fund. Years later, the fund is still operating.

What Is a Zombie Fund and What Rights Do Limited Partners Have When a Fund Stops Investing? Read More »

Distribution Waterfall

What Is a Distribution Waterfall in a Venture Fund and How Does It Affect My Returns?

Business Law /

What Is a Distribution Waterfall in a Venture Fund and How Does It Affect My Returns? You invested in a venture fund several years ago. One of the portfolio companies just announced a successful exit. Headlines are positive, the valuation looks impressive, and you start expecting a meaningful distribution. Then the distribution arrives. The payment

What Is a Distribution Waterfall in a Venture Fund and How Does It Affect My Returns? Read More »

Startup Acquisitions

How Do the FTC’s 2026 Merger Enforcement Changes Affect Startup Acquisitions?

Business Law /

How Do the FTC’s 2026 Merger Enforcement Changes Affect Startup Acquisitions? Many founders approach acquisitions with a simple assumption: If the transaction falls below the Hart-Scott-Rodino (HSR) Act filing threshold, there is little antitrust risk. That assumption has never been entirely accurate. In 2026, it may be particularly dangerous. Over the past year, merger enforcement

How Do the FTC’s 2026 Merger Enforcement Changes Affect Startup Acquisitions? Read More »

Controlled Foreign Corporation

What Is a Controlled Foreign Corporation and How Can a Foreign Subsidiary Affect My US Taxes?

Business Law /

What Is a Controlled Foreign Corporation and How Can a Foreign Subsidiary Affect My US Taxes? Your startup is growing internationally. To support customers abroad, you establish a subsidiary in Ireland, Singapore, or another business-friendly jurisdiction. The structure seems straightforward. The foreign company handles international operations while the US parent company focuses on domestic growth.

What Is a Controlled Foreign Corporation and How Can a Foreign Subsidiary Affect My US Taxes? Read More »

ITAR

What Is ITAR and When Does My Startup’s Technology Trigger Export Control Compliance?

Business Law /

What Is ITAR and When Does My Startup’s Technology Trigger Export Control Compliance? Your startup develops software. You hire a talented engineer on an H-1B visa, share technical documentation through a cloud platform, and collaborate with contractors located in multiple countries. None of those activities feels like exporting technology. Under US law, some of them

What Is ITAR and When Does My Startup’s Technology Trigger Export Control Compliance? Read More »

Key Man Clause

What Is a Key Man Clause and Why Do Investors Want One in Startup Financing?

Business Law /

What Is a Key Man Clause and Why Do Investors Want One in Startup Financing? You receive a term sheet from a lead investor. The valuation looks reasonable. The board structure seems manageable. Most of the economics align with what you expected. Then your attorney points to a provision buried in the governance section: a

What Is a Key Man Clause and Why Do Investors Want One in Startup Financing? Read More »

Trademark

When Should My Startup Apply for a Trademark and What Happens If I Wait Too Long?

Business Law /

When Should My Startup Apply for a Trademark and What Happens If I Wait Too Long? Most founders think about trademark protection after launch. The product is live. The logo is finalized. The website is generating traffic. Customers are beginning to recognize the brand. Only then does someone ask whether the company should file a

When Should My Startup Apply for a Trademark and What Happens If I Wait Too Long? Read More »

EU AI Act

How Does the EU AI Act Affect a US Startup After the 2026 Deadline Changes?

Business Law /

How Does the EU AI Act Affect a US Startup After the 2026 Deadline Changes? The European Union recently pushed back several important Artificial Intelligence (AI) Act deadlines. Many founders saw the headlines and assumed they could stop worrying about compliance for a few more years. That would be a mistake. While certain implementation dates

How Does the EU AI Act Affect a US Startup After the 2026 Deadline Changes? Read More »

Co-Founder

What Happens to My Co-Founder’s Equity If They Leave Before We Raise Money?

Business Law /

What Happens to My Co-Founder’s Equity If They Leave Before We Raise Money? Your co-founder helped build the first version of the product. They joined customer calls, worked late nights, and owned a meaningful piece of the company. Then, eight months after incorporation, they decide to leave. Maybe they accepted another job. Maybe the working

What Happens to My Co-Founder’s Equity If They Leave Before We Raise Money? Read More »

Good Leaver and Bad Leaver Clause

What Is a Good Leaver and Bad Leaver Clause and Why Does It Matter for My Executive Team?

Business Law /

What Is a Good Leaver and Bad Leaver Clause and Why Does It Matter for My Executive Team? Your Vice President of Engineering has been with the company for three years. She helped build the first version of the product, hired key members of the team, and played a major role in getting the business

What Is a Good Leaver and Bad Leaver Clause and Why Does It Matter for My Executive Team? Read More »

Cumulative Dividends

What Are Cumulative Dividends on Preferred Stock and Why Do They Show Up at Exit?

Business Law /

What Are Cumulative Dividends on Preferred Stock and Why Do They Show Up at Exit? You close your Series A financing. The term sheet includes a provision granting investors an 8 percent cumulative dividend on their preferred stock. Your lawyer notes that the clause occasionally appears in venture financings, the round is competitive, and everyone

What Are Cumulative Dividends on Preferred Stock and Why Do They Show Up at Exit? Read More »

Voting Agreement

What Is a Voting Agreement, and What Control Does It Give My Investors?

Business Law /

What Is a Voting Agreement, and What Control Does It Give My Investors? You close your Series A financing. The cap table shows that you still own a majority of the company. On paper, nothing seems alarming. You remain the largest shareholder, and assume that means you retain control over major decisions. Then a disagreement

What Is a Voting Agreement, and What Control Does It Give My Investors? Read More »

Subscription Agreement

What Is a Subscription Agreement and What Am I Actually Signing When My Round Closes?

Business Law /

What Is a Subscription Agreement and What Am I Actually Signing When My Round Closes? Your Series A is finally ready to close. The lead investor has signed. The legal documents are circulating. Your counsel sends over something called a subscription agreement and describes it as a routine closing document. It is only a few

What Is a Subscription Agreement and What Am I Actually Signing When My Round Closes? Read More »

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