Formation Issues

What Should Be The Interest Rate On A Convertible Note (AKA Bridge Note)?

Convertible notes are structured as loans that to the company that convert into equity at a later point in...

A First Look at Equity Crowdfunding in the US: Q1 & Q2 2017

The 2012 Jumpstart Our Business Startups (JOBS) Act established provisions that allow early-stage businesses to offer and sell securities...

Oct 13 · 1 min read >

SEC Warns Investors About Dangers of SAFEs

Earlier this month, the SEC’s Office of Investor Education and Advocacy issued an Investor Bulletin entitled “Investor Bulletin: Be...

SEC Finds Securities Laws Apply To Some Initial Coin Offerings

Businesses are increasingly using Initial Coin Offerings to raise capital – and the U.S. Securities and Exchange Commission has...

Sep 13 · 2 min read >

What is a Seed Financing?

Startups will often go through several rounds of financing before they are able to generate enough revenue to finance...

SEC Study Highlights “Troubling Characteristics” Of OTC Stock

The Division of Economic and Risk Analysis of the Securities and Exchange Commission recently published a study that looks...

How Can a Delaware Corporation Validate Defective Past Acts?

The Delaware Court of Chancery recently addressed an issue of first impression involving the types of “defective” corporate actions...

SEC Releases White Paper On Regulation Crowdfunding

The SEC last month released a white paper entitled “U.S. securities-based crowdfunding under Title III of the JOBS Act,”...

Regulation A+ Outpaces Regulation A Activity, SEC White Paper Says

The SEC recently released a white paper entitled “Regulation A+:  What Do We Know So Far?,” which examined Regulation...

Use Caution When Entering Into Side Letters With Investors

Side letter agreements have long been used in private equity fund investments to supplement or interpret the terms of...