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Business Law

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 »

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 »

employment agreement

What Should My Startup’s First Employment Agreement Include Before I Hire Anyone? 

Business Law /

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

What Should My Startup’s First Employment Agreement Include Before I Hire Anyone?  Read More »

privacy policy

Does My Startup Need a Privacy Policy and What Are the Risks of Not Having One? 

Business Law /

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

Does My Startup Need a Privacy Policy and What Are the Risks of Not Having One?  Read More »

interest taxation

What Are the 2026 Changes to Carried Interest Taxation and How Do They Affect My Investors? 

Business Law /

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

What Are the 2026 Changes to Carried Interest Taxation and How Do They Affect My Investors?  Read More »

HSR filing

When Does My Startup’s Acquisition Require an HSR Antitrust Filing? 

Business Law /

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

When Does My Startup’s Acquisition Require an HSR Antitrust Filing?  Read More »

outsourced general counsel

When Do I Need Outsourced General Counsel and What Does That Relationship Actually Look Like? 

Business Law /

When Do I Need Outsourced General Counsel and What Does That Relationship Actually Look Like?  In the earliest stages of a startup, legal needs tend to be transactional.  You form the company, raise a financing round, negotiate a customer agreement, or hire a key employee. When an issue comes up, you call a lawyer, get the matter

When Do I Need Outsourced General Counsel and What Does That Relationship Actually Look Like?  Read More »

mergers

What Is a Liquidation Waterfall and How Do I Model My Return as an Early Investor? 

Business Law /

What Is a Liquidation Waterfall and How Do I Model My Return as an Early Investor?  Many startup investors assume that calculating their return is simple: take their ownership percentage and multiply it by the acquisition price.  In practice, it rarely works that way.  When a startup is acquired, merged, or otherwise exits, the proceeds are

What Is a Liquidation Waterfall and How Do I Model My Return as an Early Investor?  Read More »

startups

How Do I Set Up My Startup’s First Board of Directors? 

Business Law /

How Do I Set Up My Startup’s First Board of Directors?  Most founders don’t think about their board until an investor asks about it. Unfortunately, that’s often when governance mistakes first come to light.  A board of directors is not just a legal formality. It is the body responsible for overseeing the company and approving many of its most significant

How Do I Set Up My Startup’s First Board of Directors?  Read More »

Warrant Coverage

What Is Warrant Coverage and What Does It Mean for My Bridge Investment?

Business Law /

What Is Warrant Coverage and What Does It Mean for My Bridge Investment? You agreed to provide bridge financing to help a startup get through a difficult stretch. The company needed a runway. You took an additional risk. In exchange, the deal included something called warrant coverage as a sweetener. At the time, it sounded

What Is Warrant Coverage and What Does It Mean for My Bridge Investment? Read More »

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