Corporate Governance

How Should the Conversion Discount for Convertible Notes be Determined?

Conversion discounts are often included in a convertible bridge note, specifying a discount rate that is applied to the...

Regulation A+ Post-Effective Filing Obligations

       Overview Upon qualification by the Securities and Exchange Commission (SEC) of a Tier 2 offering under Regulation A+,...

Trademark Considerations in Selecting a Business Name

Choosing the right name for a business can be a difficult process. There are a number of things to...

How to Maintain Attorney-Client Privilege in M&A Deals

Attorney-client privilege protects most communications between a lawyer and his or her client where legal advice is sought or...

How To Set the Price Cap in a Convertible Note Round

I’ve written before about convertible note financings and why I believe they are typically more favorable to the company...

Does My Company Need to Issue Stock Certificates?

Stock certificates represent a shareholder’s ownership in a corporation, as a way for investors maintain and prove their ownership...

California’s Bulk Sales Law – A Possible Trap For The Unwary Buyer

If you’re buying or selling a business in California, you need to be aware of the Bulk Sales Law....

The Yelp Bill: California Bans Non-Disparagement Clauses In Consumer Contracts

For businesses, a positive review on a website like Yelp can help bring people through the door. Poor write-ups,...

Aug 17 · 1 min read >

Forum-Selection Bylaws Find Support In California Federal Court

Forum-selection bylaws can be a powerful tool for corporations to manage the risk of duplicative stockholder lawsuits by requiring...

Intermediaries In Crowdfunding: The Dos and Don’ts

New Securities and Exchange Commission rules took effect this year that authorize equity crowdfunding and allow accredited and unaccredited...