March 14, 2025SEC No-Action Letter: A Game Changer for Startups and Private FundraisingFebruary 20, 2025The Saga Continues! BOI Reporting Requirements Reinstated: What Companies Need to KnowFebruary 12, 2025Delaware’s Corporate Law in the Culture War: What It Means for Startups and FoundersSeptember 1, 2020Stockholder Beware, Delaware Chancery Court upholds “Loser Pays” ProvisionJuly 20, 2020How Should Startups Handle Down-Round Financings During COVID-19?July 8, 2020Investors Exercising Blocking Rights May Be Sued for Breach of Fiduciary DutiesJuly 6, 2020Delaware Court Cases Highlight the Importance of Directors’ Duty to MonitorJune 15, 2020SEC Relaxes Crowdfunding Requirements in Response to COVID-19June 8, 2020Paycheck Protection Program Flexibility Act Relaxes Requirements for PPP Loan ForgivenessMay 25, 2020Small Business Administration Releases PPP Loan Forgiveness Application and New Interim Final RuleMay 14, 2020Safe Harbor for Paycheck Protection Act (PPP) Loan CertificationsMay 8, 2020UPDATE: Federal Reserve Expands Scope Of Small, Mid-Size Business Loan ProgramApril 28, 2020Federal Reserve Unveils $600M Loan Program For Small, Medium BusinessesApril 12, 2020Electronic Signatures and Remote Notarization In CoronavirusApril 12, 2020CARES Act and The Paycheck Protection Program for VC and PE Backed CompaniesApril 12, 2020Virtual Shareholder Meetings In Light Of CoronavirusMarch 18, 2020SEC Proposes Raise To Reg A+, Crowdfunding LimitsMarch 8, 2020SEC Clarifies Investment Advisers’ Fiduciary DutiesFebruary 24, 2020SEC Commissioner Proposes Token Sale Safe HarborJanuary 21, 2020Delaware Court Says Boston Scientific Must Finish Merger With ChannelJanuary 6, 2020SEC Proposal Would Expand ‘Accredited Investor’ DefinitionDecember 1, 2019Delaware Court Addresses ‘Murky’ Area Of Records DemandsNovember 15, 2019Delaware Court Allows Stockholder To Inspect AI Company’s BooksNovember 11, 2019Deadlines For DMCA Agent Renewals Fast ApproachingNovember 6, 2019Delaware Court Says Office Supply Co. Must Face Suit From Spurned Merger PartnerSeptember 29, 2019California Law Expands Supreme Court Worker Classification RulingSeptember 29, 2019California Courts Trend Toward Striking Down Employee Non-Solicitation ClausesSeptember 15, 2019Chancery Court Refuses To Enforce Choice Of Law Provision In Employment DisputeSeptember 12, 2019Delaware Supreme Court Clarifies No Presumption Of Confidentiality In Records RequestAugust 28, 2019Delaware Chancery Court Finds Radixx Pre-Merger Emails Off Limits In LitigationAugust 27, 2019SEC Issues 2nd No-Action Letter For Digital Token SalesAugust 20, 2019Delaware Supreme Court Revives Caremark Claim Over Blue Bell Listeria OutbreakJuly 31, 2019SEC Approves Token Sale Through Regulation A+July 24, 2019Kik ICO Showdown May Reverberate Across Crypto IndustryJune 11, 2019SEC Sues Social Media Co. Over $100 Million ICOJune 7, 2019What Is A Co-Sale Right?May 29, 2019Vesting On Founders Stock – What Is It?May 29, 2019What Are Registration Rights?May 24, 2019What Is A Liquidation Preference?May 24, 2019What Is Valuation?May 12, 2019FTC Sues iBackPack Creator Over ‘Deceptive’ Crowdfunding SchemeApril 22, 2019Lawmakers Reintroduce Bill To Exclude Digital Currencies From Definition Of SecurityApril 15, 2019SEC Provides Clarity For Digital Token SalesApril 9, 2019SEC Issues First-Ever No Action Letter For Digital Token SalesMarch 26, 2019‘End Date’ Means What It Says In DelawareMarch 8, 2019Founder’s Stock: Should You Subject It To Vesting Before A Venture Financing?March 7, 2019Putting A Cap On Participating Preferred StockMarch 6, 2019Crypto Firm Escapes Fine After Self-Reporting Unregistered ICOMarch 6, 2019FTC Announces Revised HSR Notification Thresholds For 2019March 6, 2019Delaware Supreme Court Upholds Dismissal Of Trade Secrets Case Against PE FundMarch 6, 2019On Second Thought, Blockvest Tokens Are Securities: JudgeFebruary 25, 2019California Updates Waiver Language Common In Settlement AgreementsFebruary 21, 2019Delaware Supreme Court Allows Email Inspection In Books & Records SuitFebruary 4, 2019Delaware Supreme Court Affirms MAE Ruling Allowing Fresenius To Terminate Akorn MergerFebruary 4, 2019House Bill Would Exclude Digital Currencies From Definition Of A SecurityJanuary 7, 2019Chancery Court Opens Door For Enforcement Of Non-Competes Against California EmployeesJanuary 4, 2019SEC Publishes Final Rule Expanding Regulation A To Reporting CompaniesJanuary 2, 2019Corporate Forum Selection Provision Not Applicable to Securities Law ClaimsDecember 31, 2018SEC Further Clarifies Some Tokens May Not Be SecuritiesDecember 27, 2018Delaware Supreme Court Clarifies MFW Framework In Take Private TransactionDecember 15, 2018Cryptocurrency Fund Hit With $50K Fine For Failing To Verify Investor StatusDecember 15, 2018Floyd Mayweather, DJ Khaled Settle SEC’s ICO Touting Violation CasesNovember 30, 2018Judge Says SEC Hasn’t Shown Blockvest Tokens Are SecuritiesNovember 17, 2018SEC Levies First Penalties For ‘Non-Fraud’ Token OfferingsNovember 16, 2018California To Require Security Features For IoT DevicesNovember 13, 2018Alleged Breaches Don’t Excuse Post From Contractual Remittance Obligations, Delaware Court RulesNovember 2, 2018California Makes It Easier For Workers To Bring Sexual Harassment ClaimsOctober 27, 2018New Treasury Dept. Program Requires Reporting Of Certain TransactionsOctober 24, 2018In A First, California To Require Public Companies Have Female DirectorsOctober 10, 2018Delaware Divisive Merger Statute Takes EffectOctober 3, 2018Super Voting Stock: The Advantages and PitfallsSeptember 10, 2018Delaware Court Says Stockholder Entitled To Merger-Related Emails, CommunicationsAugust 28, 2018SEC Hits ICO Founder With Penalties Over Token Bounty ProgramAugust 27, 2018SEC Official Says Ether Not A Security In Groundbreaking SpeechAugust 9, 2018Doing Business Overseas? You Need To Know About BE-120July 22, 2018Credit Karma Hit With $160K Fine For Stock Option FailuresJuly 22, 2018Delaware Legislation Allowing For Division Of LLCs Moves To Governor’s DeskJune 24, 2018Chancery Court Dismisses Fiduciary Claims Over Oracle-OPower AcquisitionJune 24, 2018Fourth Circuit Says Yes, Reverse Veil Piercing Is Allowed In DelawareJune 23, 2018Encouraging Employee Ownership: Rule 701 and the Growth ActJune 23, 2018Growth Act Provides Parity For Closed-End FundsJune 22, 2018Investment Act Exemption For VC Funds BroadenedJune 22, 2018Expicit Statements Not Needed To Revoke Settement OfferJune 22, 2018Challenge To Stock Reclassification Tossed Under MFW FrameworkJune 22, 2018California’s New Ban-The-Box Law Puts Limits On Employers’ Use Of Criminal History In Hiring DecisionsJune 22, 2018India Central Bank Cracks Down On CryptocurrenciesJune 22, 2018U.S. Regulators Weigh In On Virtual CurrenciesJune 17, 2018Delaware Court Allows Fiduciary Claims Over Venture Capital Firm’s Alleged Self-DealingJune 13, 2018Regulation A+ Now Available To Reporting CompaniesMay 16, 2018California Supreme Court Deals A Blow To Gig Economy With Worker Classification RulingMay 14, 2018Chancery Court Says Bylaws, Stockholder Agreement Make Ineffective Bid To Oust TradingScreen CEOMay 10, 2018Director Compensation Pursuant to Discretionary Equity Plans are Reviewed Using the Entire Fairness StandardMay 8, 2018Chancery Court Provides Guidance On ‘Void’ vs. ‘Voidable’ Stock IssuancesApril 27, 2018SEC Chair Gives Example of Token That Isn’t a SecurityMarch 27, 2018Are ICO Tokens Securities? Federal Court Poised To Answer For First TimeMarch 13, 2018SEC Says Many Online Trading Platforms For Cryptocurrencies Should Be RegisteredMarch 11, 2018What Are Conversions Right And Voting Rights?March 10, 2018SEC Charges Defunct Bitcoin Trading Platform With Operating Unregistered Securities ExchangeFebruary 26, 2018Delaware Supreme Court Ruling In Dell Appraisal Case Emphasizes Importance Of Deal PriceFebruary 20, 2018SEC Chair Says Agency On ‘High Alert’ For ICO ViolationsFebruary 16, 2018California Passes Updates To Automatic Renewal LawFebruary 12, 2018U.S. House Of Reps. Passes M&A Broker ExemptionJanuary 16, 2018SEC Suspends Studio’s Reg A+ Exemption Over CPA SnafuDecember 19, 2017What the New Tax Bill Means for Startups, Entrepreneurs and InvestorsDecember 13, 2017SEC Chair Issues Cautionary Statement About ICOsNovember 20, 2017SEC Warns Celebrity ICO Endorsments May Be Breaking The LawNovember 16, 2017Four Items Every Startup Should Consider When Engaging a Startup LawyerNovember 12, 2017Global Index Providers Move To Exclude Companies With Multi-Class Share StructuresNovember 11, 2017What Is The Howey Test?November 7, 2017Tezos Co-Founder Hit With Potential Class Action Over $232M ICOOctober 31, 2017New California Law Will Prevent Employers From Asking Applicant’s Salary HistoryOctober 26, 2017What Is A Dividend Preference?October 26, 2017What Is Preferred Stock?October 26, 2017Report Finds Just 1 In 10 ICO Tokens In Use After SaleOctober 25, 2017What Is A Series LLC?October 24, 2017What Is A Redemption Right?October 23, 2017What Should Be The Interest Rate On A Convertible Note (AKA Bridge Note)?October 17, 2017SEC Committee Recommends Changes To Simplify Rule 701October 13, 2017A First Look at Equity Crowdfunding in the US: Q1 & Q2 2017October 9, 2017SEC Publishes CDIs On Rules 147, 503, 504 and Reg AOctober 2, 2017SEC Alleges Two ICOs Defrauded InvestorsSeptember 21, 2017What Happens To A Trademark Licensee When The Licensor Is In Bankruptcy?September 17, 2017SEC Warns Investors About Dangers of SAFEsSeptember 13, 2017SEC Finds Securities Laws Apply To Some Initial Coin OfferingsSeptember 1, 2017Registration Rights: What You Need To KnowAugust 29, 2017Emails To Private Attorney On Company System Not PrivilegedAugust 26, 2017Delaware Chancery Court Sends Dispute Over Purchase Price Adjustment To AuditorAugust 13, 2017Interbake Can’t Terminate Mrs. Fields’ Cookie Deal Based On MAE ClauseAugust 9, 2017Fraud Carveouts in M&A Transactions Must be Crafted Carefully to Avoid AmbiguityAugust 3, 2017What Is Fully-Diluted Capitalization?August 2, 2017Are Non-Solicitation/No-Hire Agreements Enforceable In California?July 19, 2017GoodCents Preferred Stockholders Not Entitled to Liquidation PreferenceJuly 17, 2017What is a Seed Financing?July 17, 2017When Can a Board Resignation be a Breach of Fiduciary Duties?July 10, 2017Do Invitations To ‘Connect’ On LinkedIn Violate Non-Solicitation Agreements?July 6, 2017Delaware Supreme Court Upholds Decision Permitting Energy Transfer To Exit Williams MergerJuly 6, 2017Delaware Corporate Law Amendments Would Be Another Step Forward For BlockchainJuly 6, 2017SEC Study Highlights “Troubling Characteristics” Of OTC StockJuly 6, 2017Shareholders Rights To Annual Report Under California LawJuly 5, 2017How Can a Delaware Corporation Validate Defective Past Acts?June 27, 2017Delaware Ruling Provides Cautionary Tale Against Favoring Preferred StockholdersJune 22, 2017Precision And Drafting: Keys To Ensure Your Agreement To Negotiate In Good Faith Will Be EnforceableJune 22, 2017SEC Releases White Paper On Regulation CrowdfundingJune 22, 2017Regulation A+ Outpaces Regulation A Activity, SEC White Paper SaysJune 21, 2017Revoking Severance Offers for 40+ Year Old EmployeesJune 17, 2017Scrutiny Of IoT Device Makers Continues With NY AG Safetech SettlementJune 4, 2017New York City Provides Freelance Workers With New Protections Against Wage TheftMay 19, 2017Oh No They Didn’t! Websites Can Lose DMCA Protection By Using ModeratorsMay 16, 2017Structuring Earnounts In M&A TransactionsMay 3, 2017Electronic Signatures In Consumer AgreementsMay 1, 2017SEC Adopts JOBS Act Inflation AdjustmentsApril 23, 2017Use Caution When Entering Into Side Letters With InvestorsApril 18, 2017Using Business Email? Beware Can-SPAMApril 17, 2017Delaware Chancery Court Dismisses Suit Challenging Board Compensation AwardsApril 2, 2017Ninth Circuit Finds Liability Waivers In FCRA Disclosures A Willful ViolationMarch 17, 2017Could Your Startup Be Paying Too High A Franchise Tax In Delaware?February 17, 2017When Commissioned Employees Are Entitled to Overtime In CaliforniaFebruary 17, 2017Phantom Stock: An Attractive Incentive With Some Potential PitfallsFebruary 10, 2017In California, Non-Voting Shares Aren’t Always What They SeemFebruary 9, 2017When Abstaining From A DIRECTOR Vote Isn’t Enough To Avoid LiabilityFebruary 7, 2017Delaware Court of Chancery Finds Supermajority Director Removal Bylaw InvalidFebruary 6, 2017Signing Contracts Under Seal: Not Just An Ancient RelicFebruary 6, 2017FTC Increases HSR Act Reporting ThresholdsFebruary 4, 2017What Is An Accredited Investor?February 3, 2017Delaware Supreme Court Revives Zynga Suit, Provides Guidance On Director IndependenceFebruary 1, 2017U-Haul Case A Reminder Not to use Unenforceable Non-Compete Clauses In CaliforniaJanuary 31, 2017DHS Issues Rule To Help Foreign Startup Founders Enter The U.S.January 27, 2017Delaware Court Finds Paylocity’s Fee-Shifting Bylaw InvalidJanuary 20, 2017House Passes HALOS Act TO ADDRESS DEMO DAY SECURITIES LAW ISSUESJanuary 20, 2017Courts Gives Online Retailers Hope Amid Wave Of TCCWNA LawsuitsJanuary 20, 2017Facebook Beats TCCWNA Claims With California Choice-Of-Law ClauseJanuary 13, 2017CAFC Decision A Reminder Of Potential Issues With Intent-To-Use Trademark ApplicationsJanuary 12, 2017Appeals Court Finds MP3 Company Lost DMCA Safe Harbor ProtectionJanuary 12, 2017SEC Provides Guidance On Integration Under Reg DJanuary 11, 2017SEC Adopts Changes To Form ADV, Recordkeeping Requirements For Investment AdvisersJanuary 10, 2017Empowering Employees through Stock Ownership Act Aims To Encourage Stock Options and restricted stock units For Startup EmployeesJanuary 10, 2017The Consumer Review Fairness Act Signed Into Law – No More Yelp Gag ClausesJanuary 5, 2017California Private Fund Adviser ExemptionJanuary 3, 2017Consumer Warranties Welcomed To The Digital Age With E-Warranty ActDecember 31, 2016Should Parties in Merger and Acquisition Transactions Seek Representation and Warranty Insurance (RWI)?December 31, 2016SEC Provides Guidance On Regulation A+December 30, 2016FINRA Expels First Member For Regulation Crowdfunding ViolationsDecember 20, 2016SEC Adopts New Rule 147A To Facilitate Interstate Securities OfferingsDecember 14, 2016Rule 504 Of Reg D Could Become More Useful Following SEC AmendmentsDecember 13, 2016California Tightens Data Breach Notification LawDecember 9, 2016Revenue-Based Financing: An Alternative Funding OptionDecember 5, 2016Sandbagging In M&A Deals: What Does Silence Mean?December 1, 2016Independent Contractor Or Employee? What Businesses Need To KnowDecember 1, 2016Delaware Court Clarifies “Commercially Reasonable Efforts” In M&A DealNovember 30, 2016Shareholder Inspection Rights In DelawareNovember 30, 2016Copyright Office Takes DMCA Designated Agent Registration DigitalNovember 29, 2016Shareholder Inspection Rights In CaliforniaNovember 6, 2016Corporate Dissolution: An Alternative To Business BankruptcyOctober 20, 2016Drag-Along Provisions: What Startups Need To KnowOctober 20, 2016What Is A Liquidation Preference On Preferred Stock (And Why Should You Care)?October 19, 2016New California Law Will Require Increased Private Fund Fee DisclosuresOctober 18, 2016NY AG Targets Non-Competes: What This Means For EmployersOctober 18, 2016California Limits Employers’ Use Of Forum Selection, Choice Of Venue ProvisionsSeptember 29, 2016How Should the Conversion Discount for Convertible Notes be Determined?September 28, 2016What is the Difference Between Non-Participating and Participating Preferred Stock?September 27, 2016Anti-Dilution Provisions For Preferred StockSeptember 27, 2016Representations And Warranties In Convertible NotesSeptember 27, 2016Regulation A+ Post-Effective Filing ObligationsSeptember 21, 2016Trademark Considerations in Selecting a Business NameSeptember 19, 2016How to Maintain Attorney-Client Privilege in M&A DealsSeptember 16, 2016How To Set the Price Cap in a Convertible Note RoundSeptember 15, 2016Why Non-Disclosure Agreements May Not be Appropriate During Initial DiscussionsAugust 23, 2016Does My Company Need to Issue Stock Certificates?August 22, 2016California’s Bulk Sales Law – A Possible Trap For The Unwary BuyerAugust 17, 2016Laws Surrounding Finders Fees Continue To EvolveAugust 17, 2016The Yelp Bill: California Bans Non-Disparagement Clauses In Consumer ContractsAugust 17, 2016California Creates Finders Fee Exemption For Unregistered PersonsAugust 16, 2016Ruling Against Sun Capital Should Give Private Equity Reason For PauseAugust 16, 2016SEC Crowdfunding Rules Are in EffectAugust 16, 2016Forum-Selection Bylaws Find Support In California Federal CourtAugust 14, 2016Changes Made To Section 83(b) Election With Electronic Tax Returns In MindAugust 8, 2016Intermediaries In Crowdfunding: The Dos and Don’tsAugust 8, 2016How to Avoid Successor Liability in Asset AcquisitionsJuly 26, 2016Regulation A+, Helping Small Businesses Raise CapitalJuly 26, 2016ELECTRONIC SIGNATURES: ARE THEY VALID IN COMMERCIAL TRANSACTIONS?July 26, 2016How To Prepare For An Insider-Led Down Round FinancingJuly 19, 2016SAFE To KISS: The Next Generation Of Startup FinancingJune 29, 2016SEC Raises Net Worth Threshold For ‘Qualified Clients’June 6, 2016Fixing America’s Surface Transportation Act – A New Exemption from SEC RegistrationJune 3, 2016Defend Trade Secrets Act of 2016: Changing The Landscape Of Trade Secrets ClaimsJune 3, 2016Be Wary Of Potential Pitfalls With Intent-To-Use Trademark ApplicationsJune 2, 2016LLC vs Corporation: Which Type Of Entity Should I Form?May 29, 2016How To Calculate (And Affect) Series A Price Per ShareMay 29, 2016Majority Rules: Why A Majority Of Stakeholders Should Be Able To Amend Convertible NotesMay 29, 2016Convertible Notes: The Maturity Date Is Reached Before A Financing. Now What?May 15, 2016Catch-Up Distributions For Profits InterestsMay 15, 2016Seed Round Financing: Convertible Note vs. Series A Preferred StockMay 2, 2016What Is A Management Rights Letter And Why Do Venture Funds Ask For Them?March 18, 2016Contractors And Copyrights: What Employers Should Look Out ForMarch 15, 2016Tax Hikes Act of 2015 – Permanent Elimination of Capital Gains on QSBS StockNovember 18, 2013What is an 83(b) Election and when should I make one?September 23, 2013Unpaid Internships – Traps for the UnwaryAugust 20, 2013Selling Securities to Unaccredited InvestorsAugust 14, 2013Revenue Procedure 2001–43August 14, 2013Equity Incentives for LLCs and PartnershipsAugust 14, 2013Revenue Procedure 93-27 (1993-27 C.B. 343)August 30, 2011INVESTORS BEWARE: Delaware Court Interprets Meaning of “Funds Legally Available” for Stock RedemptionsFebruary 1, 2011What is a Qualified Small Business?February 1, 2011What is Qualified Small Business Stock?February 1, 2011Small Business Jobs Act of 2010 – Elimination of Capital Gains on QSBS StockLoad more
