Venture Capital

California Private Fund Adviser Exemption

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

FINRA Expels First Member For Regulation Crowdfunding Violations

A company called UFP LLC in November became the first crowdfunding portal to be expelled as a member of...

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...

Anti-Dilution Provisions For Preferred Stock

Nearly every venture capital financing will include anti-dilution protection provisions, which are meant to safeguard investors from a situation...

Representations And Warranties In Convertible Notes

Some investors are willing to purchase convertible notes without representations and warranties from the company. These are statements about...

Regulation A+ Post-Effective Filing Obligations

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

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...