Indemnification in M&A Contracts Part III: Time Period for Indemnification (aka. The Survival Periods)
Part III in our series on Indemnification in M&A takes us to Time Periods for Indemnification.
A Guide to the 2023 MLS Superdraft
The Major League Soccer (MLS) Superdraft is the main path for top college soccer players to enter the professional game in the US. joining MLS. This guide will help you navigate through the process of being drafted.
Indemnification in M&A Contracts Part II: Indemnification “Claims”
Part II of our series on Indemnification in M&A Contracts focuses on the wide scope of potential claims covered by indemnification.
Comparing Convertible Instruments
In this blog, we explain the key similarities and differences between convertible notes and post-money Safes so you can understand the nuances between convertible instruments before you get to the negotiation table.
Indemnification in Mergers and Acquisitions Contracts
Indemnification is one of the most important, but least understood, parts of an M&A transaction. In this blog series, we will be covering the different aspects of the Indemnification Section of the Purchase Agreement. Part 1 will discuss what indemnification is and the process for indemnification under the agreement.
When is a Stock Sale not a Stock Sale? When it’s a Section 338(h)(10) Sale
This blog discusses the differences between an acquisition structured as an Asset Sale versus one structured as a Stock Sale, as well as the Section 338(h)(10) election, which is used when the Buyer needs the transaction to qualify as a stock sale, but wants the advantages of asset sale tax treatment.
Mistakes that Take the Cake
Corporate attorneys tend to see recurring mistakes that businesses make, and the large impact they can have. This article summarizes four common errors we see at Vela Wood, in the hopes that you (the reader) can avoid them. State Annual […]
What We Learned From A Month Working Abroad
Over half the firm and their families traveled to Lisbon, Portugal for Vela Wood’s first VW Abroad trip, and it was an astounding success. In this blog, we walk through the logistics of the trip as well as what went well and what we’ll do differently next time.
Why the Venture Capital Operating Company Exemption Matters (and how a Management Rights Letter helps)
If a venture capital fund plans to take money from an employee benefit fund and does not want to be subject to ERISA, it is imperative to always obtain a management rights letter that provides opportunities to exercise control and actually exercise those rights during the annual valuation period.
The Unintended Consequences of Too Many New Venture Funds
Venture capital activity is hotter than ever, which has led to more available capital and fueled the growth of many exciting companies. From 2020 to 2021, the aggregate deal value of VC investments in the U.S. increased from $167B to […]