Did I Miss My 83(b) Election Window? What Early Founders Need to Know Before Giving Themselves Equity. An 83(b) election can seem like a tiny administrative detail in the middle of building a company, perfecting your fundraising strategy and putting out fires.. But if you miss the 30-day window, that “small” filing can turn into a very expensive tax problem later. The 30-day window doesn’t care […]
Did I Miss My 83(b) Election Window? Read More »
Compare convertible note options for seed financing and find the right structure for your startup’s funding needs.
Convertible Note Options: Choosing The Right Path For Seed Financing Read More »
When Do I Need a 409A Valuation for My Startup? You just closed a funding round. New hires are coming in. Options are going out. Nobody on your team stopped to ask whether the 409A is still current. If it is not, the IRS may treat option grants made under an outdated valuation as non-compliant, and the tax
When Do I Need a 409A Valuation for My Startup? Read More »
What Should My Co-Founder Agreement Say Before We Raise Money? “We’ve been friends for years. We don’t need a formal agreement.” That mindset has contributed to more startup breakdowns than many founders expect. When a co-founder exits before the raise, or stops pulling their weight six months in, the question isn’t about the friendship. It’s about who owns what and
What Should My Co-Founder Agreement Say Before We Raise Money? Read More »
What Happens to My Board Control After Series A? You closed the round. The money is in. But the board you walked into that meeting with is not the board you have now. Founders sign Series A term sheets focused on valuation and economics. They often miss the clause that can influence whether they remain CEO. That clause is the
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What Does the Anti-Dilution Clause in My Term Sheet Actually Do to Me? You just got a term sheet. The valuation looks right. Then you notice the words “anti-dilution protection” in the preferred stock terms. You move past it. That is something you should take a closer look at. That clause determines how much of your company
What Does the Anti-Dilution Clause in My Term Sheet Actually Do to Me? Read More »
Should I Form a Delaware C-Corp or LLC Before I Raise Money? You formed an LLC to keep things simple. Now every VC you pitch gives you the same answer: convert to a Delaware C-Corp and come back. The conversion costs $5,000 to $20,000 in legal fees and delays your close by months. Entity type
Should I Form a Delaware C-Corp or LLC Before I Raise Money? Read More »
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
Option Pool Shuffle Explained: What Is My Founder Dilution Before the Round Even Closes? Read More »
What Do My Investor Information Rights Actually Require the Company to Send Me? You invested six months agoYou have not received any updates. No financials, no update, no response to your emails. You are not sure whether the company is legally required to send you anything or whether the silence is a red flag. Both
What Do My Investor Information Rights Actually Require the Company to Send Me? Read More »
Build resilient compliance policies for your global startup. Learn international corporate compliance strategies that reduce risk and ensure growth.
International Corporate Compliance: Building Resilient Policies for Global Startups Read More »
Can My Employees Sell Shares Before the IPO? What I Need to Know About Tender Offers. Your employees have been waiting years for liquidity. The equity looks great on paper. But equity on paper does not provide immediate liquidity. Now the company is talking about a tender offer, and nobody is quite sure what it actually means or what they
Can My Employees Sell Shares Before the IPO? What I Need to Know About Tender Offers. Read More »
Does My Company Own My Code? Startup IP Assignment Explained. You built the product. You wrote the code. But does your company actually own it? Most early-stage founders never stop to ask this question. By the time an investor’s attorney asks this during due diligence, the deal may already be at risk. This is a legal question with a clear
Does My Company Own My Code? Startup IP Assignment Explained. Read More »
Does My US Startup Still Have to File a Beneficial Ownership Report in 2026? I filed. I missed the deadline. I heard parts of the rule were challenged or delayed. Now I do not know what is actually required. If that sounds familiar, you are not alone. On March 26, 2025, FinCEN issued an interim final rule
Does My US Startup Still Have to File a Beneficial Ownership Report in 2026? Read More »
Is 100% Bonus Depreciation Back for My Startup in 2026? My accountant just told me I left a six-figure deduction on the table. That is not a minor oversight. If my startup bought equipment, hardware, or lab assets in 2025, this is a conversation worth having now. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law.
Is 100% Bonus Depreciation Back for My Startup in 2026? Read More »
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.
Can I Negotiate My Liquidation Preference on a Term Sheet? Read More »
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
Am I Losing My QSBS Exclusion Without Knowing It? Read More »
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
Can a Foreign Investor Back My US Startup Without CFIUS Issues? Read More »
Navigate international corporate law complexities for cross-border ventures in San Francisco and beyond with practical strategies.
International Corporate Law for Cross-Border Ventures Read More »
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
What Is My MFN Clause Actually Worth? Read More »
What Are Investors Actually Allowed to Veto in My Company? You closed the round. The money is in. But buried in your term sheet is a list of decisions you may no longer be able to make alone. Protective provisions give investors veto rights over specific company actions. Many founders sign them without fully understanding what they gave
What Are Investors Actually Allowed to Veto in My Company? Read More »
