Corporate Governance
What is an F-Reorganization?

If you have tried to sell or buy a business that is an S-corporation for tax purposes recently, you may have run into the newly popular structure called the “F-Reorganization.” But what on earth is an F-reorganization?  And why is it so popular? This blog post explains the structure.


Funding & Capital Raising
The Changing Landscape of Private Fund Investing

Ten years ago, private fund terms were relatively standard. That is no longer the case. Not only have things changed greatly from what we saw a decade ago; but now, there is considerable variety between private funds.


Funding & Capital Raising
Private Fund Related Exemptions – An Overview

In order to launch a private fund, you must ensure that you have qualifying exemptions for both (1) the offering of interests of your private fund entity and (2) the making of investment decisions for compensation on behalf of the private fund.


Funding & Capital Raising
Equity Incentive Plans for Startups – An Overview

The purpose of this blog post is to provide an overview of some of the most important components of equity incentive plans, including the common types of awards granted, the timing provisions associated with the awards, and the typical share pool size of equity incentive plans.


General Business
Understanding Basic Contracts: Liability Limitations

We are back with our Understanding Basic Contracts series with a post about the often seen, but little understood, “Liability” or “Liability Limitation” Section. The liability limitation section, much like the indemnification clause, is all about allocating risk and monetary […]


Funding & Capital Raising
Series A is Closed. Now what?

There are a number of post-funding boxes to check off and the purpose of this blog is to give founders a starting point for next steps after completing a Series A financing.


M&A
Asset Allocation: Overlook at Your Peril

This blog post explains why the asset allocation matters, whether you are a buyer or a seller, and why this critical issue should not be an afterthought for the post-closing period.


Crowdfunding
Equity Crowdfunding

Equity crowdfunding is a way for private businesses to raise capital from multiple investors via online platforms.