Corporate Governance

LLC vs Corporation: Which Type Of Entity Should I Form?

Startup owners face a lot of decisions, but one of the most important they will make is which type...

Seed Round Financing: Convertible Note vs. Series A Preferred Stock

Convertible debt and preferred equity are among the most common forms of investment structures used in early stage companies....

Unpaid Internships – Traps for the Unwary

Every summer, clients come to me asking for an agreement to use with their new interns. 

Sep 23 · 1 min read >

Selling Securities to Unaccredited Investors

Clients often ask whether they should accept unaccredited investors in venture-type transactions.  My general advice is, if practicable, not...

Aug 20 · 1 min read >

INVESTORS BEWARE: Delaware Court Interprets Meaning of “Funds Legally Available” for Stock Redemptions

On November 10, 2010, the Court of Chancery of Delaware issued an opinion that should cause venture capitalists and...

What is a Qualified Small Business?

A Qualified Small Business (QSB) is:(i) a domesting C corporation; (ii) with gross assets that don’t exceed $50M; (iii)...

Feb 1 · 19 sec read >

What is Qualified Small Business Stock?

Qualified Small Business Stock (QSBS) is stock issued by a corporation, that is a Qualified Small Business (QSB) on...

Feb 1 · 7 sec read >

Small Business Jobs Act of 2010 – Elimination of Capital Gains on QSBS Stock

On September 27, 2010, President Obama signed into law the Small Business Jobs Act of 2010 (the Act). Among...