Funding & Capital Raising
Securities Straight Talk Vol. 4: Why you Need to Consider Blue Sky Laws Before Conducting a Capital Raise

Not taking securities laws into account prior to the start of your offering can create a dark cloud over your otherwise bright, sun-shiny raise.


Funding & Capital Raising
Securities Straight Talk Vol. 3: Keeping it Local—Changes to the Rule 147 Intrastate Offering Exemption

The SEC, wishing to facilitate capital formation by smaller companies, amended Rule 147 and adopted Rule 147A to modernize the intrastate offering exemption. These changes have liberalized the Rule 147 safe harbor and expanded the exemptions available for local securities offerings. The amended Rule 147 and new Rule 147A are largely identical, except for a few distinct differences.


Funding & Capital Raising
Securities Straight Talk Vol. 2: Out With the Old (Rule 505), In With the New (Rule 504) 

The SEC released its final ruling that amends Rule 504 and repeals Rule 505, altering Reg D as we know it. In a nutshell, the SEC has combined the best of Rule 504 (unlimited investors, no accredited investor requirement, no burdensome disclosures) with the best of Rule 505 (a $5,000,000 offering limit).


Funding & Capital Raising
Securities Straight Talk Vol. 1: Securities Laws Matter To Startups (Yes, Yours Too) 

So, what exactly is a security, and how does it relate to my startup? In this blog series, we will provide the straight talk on federal and state securities laws to help you navigate the web of regulation.


General Business
Business Judgment Rule: Having Poor Business Judgment Isn’t A Tort

The rationale behind the rule is to shield those individuals that owe fiduciary duties to a Company (directors, officers, executives) from fear of a lawsuit each time they make a decision that in hindsight might end up being bad for the company.


Funding & Capital Raising
Don’t Have Enough Authorized Shares? There’s A Fix For That

Last September, the Texas legislature ratified Subchapter R, giving Texas for-profit corporations a statutory device for ratifying what were once considered void or voidable corporate acts or issuances of company shares. The new legislation applies to well-established and newly formed […]


Pitching/Decks
Learning From “No”

Hearing ‘no’ from an investor doesn’t end the conversation; it pivots the conversation. If you’ve ever embarked on a round of funding, even a simple friends and family round, chances are you’ve heard some form of “no” more than you’d like.


Funding & Capital Raising
Keep Your Investors Updated

One of the things we preach to our clients is transparency with investors. Besides the fact that investors have certain information rights under state law, clear communication serves multiple purposes. (Note: investors do not get access to everything – confidential […]


Pitching/Decks
Who’s Drafting Your Pitch Deck?

The following thoughts and links should provide some basic insight into how to produce an effective pitch deck that cleanly and accurately reflects your company and its potential.


Funding & Capital Raising
Selected Offering Exemptions

To help you understand all of the available private offering exemptions, we’ve compiled details on the old Reg D avenues, and the new crowdfunding ones, into a single page and have created a handy chart for your review.