M&A
When is a Stock Sale not a Stock Sale? When it’s a Section 338(h)(10) Sale

This blog discusses the differences between an acquisition structured as an Asset Sale versus one structured as a Stock Sale, as well as the Section 338(h)(10) election, which is used when the Buyer needs the transaction to qualify as a stock sale, but wants the advantages of asset sale tax treatment.


General Business
Mistakes that Take the Cake

Corporate attorneys tend to see recurring mistakes that businesses make, and the large impact they can have. This article summarizes four common errors we see at Vela Wood, in the hopes that you (the reader) can avoid them. State Annual […]


VW Abroad
What We Learned From A Month Working Abroad

August 5th marked the end of Vela Wood’s first month working abroad, and it was the first of many more to certainly come. The idea to relocate our entire law firm overseas to work remotely for a month sprung out […]


Funding & Capital Raising
Why the Venture Capital Operating Company Exemption Matters (and how a Management Rights Letter helps)

If a venture capital fund plans to take money from an employee benefit fund and does not want to be subject to ERISA, it is imperative to always obtain a management rights letter that provides opportunities to exercise control and actually exercise those rights during the annual valuation period.


Funding & Capital Raising
The Unintended Consequences of Too Many New Venture Funds

Venture capital activity is hotter than ever, which has led to more available capital and fueled the growth of many exciting companies.  From 2020 to 2021, the aggregate deal value of VC investments in the U.S. increased from $167B to […]


Funding & Capital Raising
Let’s All Use Lego® Bricks. 

Venture financing rounds need to be constructed so that they can stack neatly on top of each other. Angel on top of Friends & Family, Series Seed on top of Angel, Series A on top of Series Seed, Series B on top of Series A, and so on.


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.