Business Law

Option Pool Shuffle Explained: What Is My Founder Dilution Before the Round Even Closes?  The valuation looks right. The terms sound fair. But there is a mechanism buried in the pre-money math that can dilute you before the first dollar even arrives. It is called the option pool shuffle, and most founders do not realize it is happening until it […]

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Can I Negotiate My Liquidation Preference on a Term Sheet?  The valuation looks great. You’re excited. You almost miss the liquidation preference clause buried three pages in. That clause determines who actually gets paid when the company exits. Miss it, and a $50M acquisition could result in investors being paid in full while founders receive significantly less than expected. 

Am I Losing My QSBS Exclusion Without Knowing It?  You have held the stock for five years. You expect to pay zero capital gains tax on the exit. But nobody confirmed that the company qualified at the time you invested. That one gap can potentially cost you the entire exclusion.  Section 1202 QSBS eligibility is primarily determined at the

Can a Foreign Investor Back My US Startup Without CFIUS Issues?  You are closing a round. The lead is international. The term sheet is signed. Then someone says the word CFIUS, and the timeline collapses.  This happens more often than founders expect. In many cases, it is preventable with early planning.  Missing CFIUS review can

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What Is My MFN Clause Actually Worth?  You negotiated a most-favored-nation clause. You felt protected.  Then the company raised another round on better terms. Your MFN did not trigger, and you were not notified.  Most-favored-nation clauses in side letters and SAFEs give investors the right to adopt better terms offered to subsequent investors. The clause sounds strong. In practice, it

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