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.


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 […]