Reference Materials

How To Prepare For An Insider-Led Down Round Financing

A down round is a round of financing that values a company at less than in an earlier round....

SEC Raises Net Worth Threshold For ‘Qualified Clients’

Every five years, the Securities and Exchange Commission is required to adjust the dollar threshold tests it uses to...

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...

How To Calculate (And Affect) Series A Price Per Share

The price per share of the Series A preferred stock – the first significant round of venture capital financing...

Majority Rules: Why A Majority Of Stakeholders Should Be Able To Amend Convertible Notes

A “majority rules” provision in a convertible note allows for an amendment or waiver of its terms with the...

Convertible Notes: The Maturity Date Is Reached Before A Financing. Now What?

Convertible notes are loans and, like most loans, have a fixed maturity date at which point they are to...

What Is A Management Rights Letter And Why Do Venture Funds Ask For Them?

When investing in startups venture capital funds often request what is known as a management rights letter. This letter...

Revenue Procedure 2001–43

Revenue Procedure 2001–43 SECTION 1. PURPOSE This revenue procedure clarifies Rev. Proc. 93–27 (1993–2 C.B. 343) by pro­viding guidance...

Aug 14 · 2 min read >

Revenue Procedure 93-27 (1993-27 C.B. 343)

This revenue procedure provides guidance on the treatment of the receipt of a partnership profits interest for services provided...

Aug 14 · 1 min read >