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Business Law

pro-rata rates

Am I Protecting My Ownership? What Pro-Rata Rights Actually Do? 

Am I Protecting My Ownership? What Pro-Rata Rights Actually Do?  You invested in the seed round. The company is growing.  Now Series A is closing. Without pro-rata rights, your ownership percentage can be significantly diluted in future rounds. The new investors get in. You get diluted. And you had no say in it.  Pro-rata rights give […]

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mergers

Is My Company Deal Ready? Legal Steps to Prepare for a Sale, Merger, or Strategic Investment 

Is My Company Deal Ready? Legal Steps to Prepare for a Sale, Merger, or Strategic Investment  “We have interest. How fast can we get the company ready?”  That question comes up more often than it should. And the answer is almost always the same: not as fast as you think.  Companies that move quickly through a sale, merger, or strategic investment are

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startups

From Startup to Scale-Up: Is Our Legal Structure Keeping Up with Business Growth? 

From Startup to Scale-Up: Is Our Legal Structure Keeping Up with Business Growth?  “We have grown faster than we expected. Has our legal setup kept up?”  Most founders spend real time and money getting their legal structure right at formation. Then the company starts moving fast: new hires, new investors, new markets, and new revenue. And the legal infrastructure quietly stops fitting.  The structure

From Startup to Scale-Up: Is Our Legal Structure Keeping Up with Business Growth?  Read More »

investors

When I Buy Out My Other Co-Founder: What Do the Documents Need to Say? 

When I Buy Out My Other Co-Founder: What Do the Documents Need to Say?  “We have agreed on the number. Now how do we make sure this holds?”  That is where most co-founder buyouts start to break.  The number feels like the hard part. It is not. What creates problems later is everything that was assumed, implied, or never

When I Buy Out My Other Co-Founder: What Do the Documents Need to Say?  Read More »

startups

What Legal Red Flags Should I Catch Before Funding a Startup? 

What Legal Red Flags Should I Catch Before Funding a Startup?  “This deal looks clean. But what breaks the moment you wire funds?”  That’s the question every investor should be asking before closing.  In startup deals, the pitch sells upside. Legal diligence reveals risk. And that’s where deals either hold together or start to unravel. Investors routinely discover

What Legal Red Flags Should I Catch Before Funding a Startup?  Read More »

startups

What Legal Risks Do International Investors Face When Funding U.S. Startups 

What Legal Risks Do International Investors Face When Funding U.S. Startups  “The deal is done. The money is wired. So why is everything suddenly complicated?”  That’s a moment many international investors reach.  Cross-border startup investing moves fast, until U.S. law gets involved. And in 2026, with increased enforcement and regulatory scrutiny, the margin for error is shrinking. Deals that look

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startups

Congress Just Changed How Startups Can Raise Money. Are You Paying Attention? 

Congress Just Changed How Startups Can Raise Money. Are You Paying Attention?  You have been pitching at demo days, accelerator events, and university programs.  You probably assumed that was fine.  For years, the rules around general solicitation, meaning publicly promoting a fundraise to unverified investors, have created legal risk when founders raise capital in open settings under certain exemptions. A

Congress Just Changed How Startups Can Raise Money. Are You Paying Attention?  Read More »

tariffs

VCs Are Pulling Back Because of Tariffs. What Does That Mean If You Are Raising Right Now? 

VCs Are Pulling Back Because of Tariffs. What Does That Mean If You Are Raising Right Now?  You have been building your deck. Refining your pitch. Getting warm intros.  Now you are hearing “not the right timing” more than you expected.  It is not just you. Investor caution has increased in response to macroeconomic uncertainty, including global trade tensions and tariffs. A

VCs Are Pulling Back Because of Tariffs. What Does That Mean If You Are Raising Right Now?  Read More »

low valuation

My Next Round Came in at a Lower Valuation. How Much Equity Am I About to Lose? 

My Next Round Came in at a Lower Valuation. How Much Equity Am I About to Lose?  Nobody raises expecting a down round.  But valuations reset. Runway runs short. And the term sheet that arrives looks very different from the last one. Inside it, in many cases, is an anti-dilution provision that can significantly affect how equity is redistributed, often before founders fully

My Next Round Came in at a Lower Valuation. How Much Equity Am I About to Lose?  Read More »

startup

My Startup Sold for $20M. Why Did I Walk Away With Almost Nothing? 

My Startup Sold for $20M. Why Did I Walk Away With Almost Nothing?  You built the company. You took the risk.  Then you sold. The proceeds went almost entirely to your investors.  This is not a hypothetical. It happens regularly to founders who sign liquidation preferences without modeling what they mean in a mid-range exit. The clause is standard. The math, for most

My Startup Sold for $20M. Why Did I Walk Away With Almost Nothing?  Read More »

company counsel

Who Represents Who?  

Who Represents Who?   How VC Lawyer Dynamics Work in a Fundraise.  When you start a priced round, you very quickly meet “the lawyers.” What’s less obvious is who they actually work for and whose interests they are paid to protect. If you assume everyone is there to “get the deal done,” you can miss the fact that counsel

Who Represents Who?   Read More »

investors

Do Investors Get Veto Power Through Protected Provisions? 

Do Investors Get Veto Power Through Protected Provisions?  “Wait… can they actually block this decision?”  That realization usually comes too late.  On paper, protected provisions look like routine investor protections. In reality, they are one of the strongest control mechanisms in US venture deals. These clauses do not just give investors visibility. They give them veto power

Do Investors Get Veto Power Through Protected Provisions?  Read More »

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