Formation Issues

Delaware Court of Chancery Finds Supermajority Director Removal Bylaw Invalid

The Delaware Court of Chancery recently invalidated a corporate bylaw provision requiring 66 ⅔ percent of the voting power...

Signing Contracts Under Seal: Not Just An Ancient Relic

Signing a contract under corporate seal. It can sound like a formality of a bygone era, but in some...

What Is An Accredited Investor?

The Securities and Exchange Commission allows certain securities offered by a company or the transaction in which those securities...

SEC Provides Guidance On Integration Under Reg D

In November, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued new Compliance & Disclosure Interpretations (C&DIs)...

California Private Fund Adviser Exemption

As a general matter, California law requires that investment advisers register with the state if they are providing investment...

SEC Provides Guidance On Regulation A+

The Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance in November issued four new Compliance & Disclosure Interpretations...

Drag-Along Provisions: What Startups Need To Know

It is common for shareholder agreements to include what is known as a drag-along, or bring-along, provision. This provision...

What Is A Liquidation Preference On Preferred Stock (And Why Should You Care)?

Liquidation preference is an essential part of preferred stock and is often considered to be among the most important...

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...

What is the Difference Between Non-Participating and Participating Preferred Stock?

Liquidation preferences are an important part of preferred stock terms. Digging a little deeper, there are two basic types...