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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 >

Registration Rights: What You Need To Know

Under federal law, securities can only be offered or sold pursuant with a registration statement filed with the Securities...

Emails To Private Attorney On Company System Not Privileged

The Court of Appeals for the Second Circuit recently held that a defendant waived any privilege with respect to...

Aug 29 · 1 min read >

Delaware Chancery Court Sends Dispute Over Purchase Price Adjustment To Auditor

In a recent decision, the Delaware Chancery Court ruled that a dispute over a post-closing purchase price adjustment must...

Aug 26 · 2 min read >

Interbake Can’t Terminate Mrs. Fields’ Cookie Deal Based On MAE Clause

The Delaware Chancery Court in a recent decision held that Mrs. Fields Brands Inc. could force Interbake Foods LLC...

Fraud Carveouts in M&A Transactions Must be Crafted Carefully to Avoid Ambiguity

In a recent decision, the Delaware Chancery Court refused to throw out a lawsuit with post-closing claims for indemnification...

Aug 9 · 2 min read >

What Is Fully-Diluted Capitalization?

Fully-diluted capitalization is one of those terms that gets used quite a bit in the startup and venture capital...

Aug 3 · 42 sec read >

Are Non-Solicitation/No-Hire Agreements Enforceable In California?

California has a strong public policy against agreements that prohibit employees from working for a competing company or starting...

Aug 2 · 3 min read >

GoodCents Preferred Stockholders Not Entitled to Liquidation Preference

The Delaware Court of Chancery recently held that a provision in the certification of incorporation of the target company...

Jul 19 · 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...