Should I Make My Startup a Public Benefit Corporation? Your startup has a mission that goes beyond making money. You want to build a profitable company, but you also care about creating a positive impact for customers, employees, communities, or the environment. As you prepare to incorporate, someone suggests forming a Public Benefit Corporation (PBC) […]
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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
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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.
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Does My Startup Need SOC 2 to Close Enterprise Deals? You’re about to close the biggest customer in your company’s history. The commercial terms are agreed, pricing is approved, and both teams are ready to sign. Then the customer’s security team asks a simple question: Can you provide your SOC 2 report? Suddenly, the deal
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Do I Need a VIE Structure to Operate My Startup in China? Your startup plans to expand into China. The opportunity is attractive. China’s internet, technology, media, and telecommunications markets are enormous, and foreign investment can provide the capital needed to grow quickly. Then you discover a major obstacle. Certain industries restrict or prohibit direct
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Can I Sell My Stake in a Venture Fund Before It Winds Down? Three years ago, you invested in a 10-year venture capital fund. At the time, you were comfortable locking up your capital for the long term. Now your financial situation has changed, and you need liquidity before the fund begins making meaningful distributions.
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A Strategic Investor Wants In. Which Terms Should Make Me Nervous? A large operating company wants to invest in your startup. The investment brings more than capital. Their brand adds credibility; customers may view the partnership positively, and future investors may see it as validation of your business. Then you receive the term sheet. Instead
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What Are the Legal Rules When My Startup Must Lay Off Employees? Your startup has reached a difficult point. Revenue has slowed, fundraising is taking longer than expected, and reducing headcount may be the only way to extend the company’s runway. It feels like an internal business decision. Then your lawyer asks whether the layoffs
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Could the INVEST Act Change How I Raise Money or Run My Fund? You have been following news about changes to US fundraising rules. Headlines suggest that venture funds may be able to grow larger, more investors could qualify as accredited investors, and startup fundraising might become easier. If you manage a venture fund or
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Can I Incorporate My Startup Myself, or Do I Need a Lawyer? You found an online formation service that promises to incorporate your company in less than an hour. The price is attractive, the process looks simple, and you wonder whether hiring a lawyer is really necessary. For some founders, it isn’t. If you’re a
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Can a Foreign Investor Join My Round Without Triggering a CFIUS Review? A foreign venture capital fund wants to invest in your startup. The valuation is attractive, negotiations move quickly, and everyone expects the financing to close without major obstacles. Then your legal counsel asks an unexpected question. Does this investment require a review by
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Why Did My Delaware Startup Get a Huge Franchise Tax Bill? You check your mail and find a Delaware franchise tax bill that is much higher than expected. The amount is in the tens of thousands of dollars. Your startup has little or no revenue, very few employees, and may not have even launched its
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What Should I Know Before My Startup Acquires a Foreign Company? Your startup has found an acquisition target in another country. The opportunity looks compelling. The company already has customers, an experienced team, valuable technology, and a presence in a market that could take years to build organically. Buying the business seems much faster than
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What Is Founders Preferred (FF) Stock and Should I Set It Up? You’re forming your startup. The incorporation documents are almost complete, and your attorney asks a question you’ve never heard before. Do you want to create Founders Preferred stock? It sounds important, but there are countless other decisions competing for your attention. You decide
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What Happens to My SAFE If I Get Acquired Before a Priced Round? Your startup raised money using SAFEs. The company has not completed a priced equity round yet, but now an acquisition offer is on the table. The headline purchase price looks exciting, and everyone begins estimating what they will receive after closing. Then
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What Happens to My Equity in a Recapitalization or Cram-Down Round? Your startup is running out of cash. Existing investors begin discussing a recapitalization. New investors are interested, but only if the company’s capital structure is reorganized first. Then you hear another term. Cram-down round. For many founders, this is the moment they realize the
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What Does the SEC’s 2026 Crypto Guidance Mean for My Token? For years, crypto founders struggled with the same question: Is my token a security? The answer often seemed unclear. Different enforcement actions, court decisions, and regulatory statements left many projects uncertain about how federal securities laws applied to their tokens. The SEC’s 2026 guidance
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What Does My Venture Fund K-1 Actually Tell Me at Tax Time? Your venture fund finally sends your Schedule K-1. Unfortunately, it arrives months after you expected it. Your tax return is almost ready to file, and the form contains unfamiliar line items for interest, capital gains, deductions, and other tax items. Then your accountant
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What Business Insurance Does My Startup Actually Need? Insurance is rarely a founder’s favorite expense. When cash is limited, product development, hiring, and customer acquisition naturally feel more urgent than paying insurance premiums. Then something goes wrong. A customer claims your software caused financial losses. A cyberattack exposes sensitive user data. An employee files a
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What Are My Startup’s Legal Obligations After a Data Breach? Your engineering team discovers unusual activity on a production server. Within hours, you confirm that unauthorized access occurred. The immediate priority is obvious: contain the attack, secure your systems, and determine what information was exposed. Many founders believe they can wait until the technical investigation
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