Section 368(a)(1) Reorganizations(or Tax Free Reorganization)

A set of statutory ways in which a corporation may reorganize or structure a restructuring without the transaction being taxable at the time of the transaction. Section 368(a)(1) reorganizations are sometimes used for acquisitions, restructuring, or mergers of companies.

Sophisticated Investor

Sophisticated Investors are, in essence, investors who are capable of fending for themselves in a prospective transaction. The term is most often used in the context of discussions about whether a private securities offering qualifies for an exemption from registration […]

Super Pro-Rata Rights

Super Pro-Rata Rights refers to the right of shareholders to purchase shares in a future financing equal to some multiple of the percentage they currently hold at the time of such financings.

Super Angel

A Super Angel is a very active and experienced angel investor.


Sunsetting is the process of discontinuing a product, service, or business.


Structure refers to multiple liquidation preference or participation in a preferred stock. This is often found in late-stage deals.

Soft Launch

A Soft Launch is a launch that, rather than focusing on a flashy one-time event, unfolds gradually. A Soft Launch may have multiple phases in order to build buzz or beat the competition to market.

Simple Majority

A Simple Majority means more than 50% of shares or members who can vote to make a decision.

Schmuck Insurance

Schmuck Insurance are preferences, including ones that gurantee a return for an investor, especially in a situation where an investor has concerns about overpaying at a particular point in time.


SAFE is an acronym for “simple agreement for future equity,” which is an alternative to the issuance of convertible debt.