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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...

Catch-Up Distributions For Profits Interests

In an earlier post, I talked about the 4 basic forms of equity (or equity-type) compensation that Limited Liability...

Seed Round Financing: Convertible Note vs. Series A Preferred Stock

Convertible debt and preferred equity are among the most common forms of investment structures used in early stage companies....

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...

Contractors And Copyrights: What Employers Should Look Out For

Hiring independent contractors can be an appealing option for companies, and small businesses or start-ups, in particular. Employers don’t...

Mar 18 · 1 min read >

Tax Hikes Act of 2015 – Permanent Elimination of Capital Gains on QSBS Stock

On December 18, 2015, President Obama signed into law the Protecting Americans from Tax Hikes Act of 2015, or...

Mar 15 · 1 min read >

What is an 83(b) Election and when should I make one?

Section 83 of the Internal Revenue Code applies to various forms of deferred compensation, including equity compensation such as...

Unpaid Internships – Traps for the Unwary

Every summer, clients come to me asking for an agreement to use with their new interns. 

Sep 23 · 1 min read >

Selling Securities to Unaccredited Investors

Clients often ask whether they should accept unaccredited investors in venture-type transactions.  My general advice is, if practicable, not...

Aug 20 · 1 min read >

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 >