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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 »

Foreign Corrupt Practices Act

What Is the Foreign Corrupt Practices Act and Can My Startup Be Held Liable?

Business Law /

What Is the Foreign Corrupt Practices Act and Can My Startup Be Held Liable? Your startup is expanding internationally. A distributor introduces you to a local consultant who claims he can help secure licenses faster. A government permit that should take months can supposedly be approved in a few weeks. The consultant suggests a small

What Is the Foreign Corrupt Practices Act and Can My Startup Be Held Liable? Read More »

Acquisition Agreement

What Are Representations and Warranties in an Acquisition Agreement and What Happens If I Get Them Wrong?

Business Law /

What Are Representations and Warranties in an Acquisition Agreement and What Happens If I Get Them Wrong? You have negotiated the purchase price. The Letter of Intent (LOI) is signed. Due diligence is moving forward. Everyone is talking about closing dates and transaction logistics. Then the acquisition agreement arrives. It is dozens of pages long

What Are Representations and Warranties in an Acquisition Agreement and What Happens If I Get Them Wrong? Read More »

mergers and acquisitions

What Is an Earn-Out Provision in an Acquisition, and Can My Acquirer Keep Me From Hitting the Target?

Uncategorized /

What Is an Earn-Out Provision in an Acquisition, and Can My Acquirer Keep Me From Hitting the Target? You finally receive the acquisition offer you have been working toward. The headline number looks impressive. Investors are excited. Advisors are congratulating you. Then you get deeper into the term sheet and notice something unexpected. A large

What Is an Earn-Out Provision in an Acquisition, and Can My Acquirer Keep Me From Hitting the Target? Read More »

Management Carve-Out Plan

What Is a Management Carve-Out Plan and When Should I Consider One Before an Acquisition?

Business Law /

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 Management Carve-Out Plan and When Should I Consider One Before an Acquisition? Read More »

Transfer Pricing Rules

How Do Transfer Pricing Rules Affect My Startup’s International Subsidiary?

Business Law /

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,

How Do Transfer Pricing Rules Affect My Startup’s International Subsidiary? Read More »

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