VW Blog

In Post 3 of The Sell Side, Kevin Vela breaks down why private equity buyers aren’t your partners — they’re return-maximizers, and understanding their fund economics is the difference between negotiating a deal that protects you and signing one that quietly shifts all the risk back onto your shoulders. From earnout traps to rollover equity fine print, here’s what you need to know before you sit down with a PE buyer.

Fund managers running multiple deal-by-deal SPVs don’t need to form a new LLC and draft fresh documents for every raise. Delaware’s series LLC statute lets you build a single “master” platform once and spin up a new liability-shielded “series” for each deal, cutting formation costs and legal overhead as you scale. This post walks through the three-layer structure, the registered-vs-protected series decision, the document suite, and the regulatory considerations that come with it.

Filing in the Texas Business Court starts with a threshold question: does your case clear the $5M amount-in-controversy bar? Here’s how to count claims from both sides, what to exclude, and why the burden often favors the filer once jurisdiction is challenged.

Foreign startups seeking U.S. venture capital are often asked to reorganize as a Delaware corporation prior to funding. Accomplishing a successful “flip” requires attention to both the corporate structure and the tax treatment of the exchange. This blog breaks down the mechanics, from a simple founder-only flip to the four-step process for a multi-entity holding company.

“Market standard” isn’t neutral — it’s a framework built by buyers, for buyers, and refined over thousands of deals sellers only see once. In Post 2 of The Sell Side, Kevin Vela breaks down how that dynamic shows up in earnouts and indemnification control, and why your only real leverage window closes the moment you sign the LOI.

Startups value their common and preferred stock differently: common through an independent 409A appraisal, and preferred through the price investors negotiate. Because the two price different securities, a company’s 409A typically comes in well below its venture valuation — which is an expected gap within the capital structure.

Most founders pour years into building their company — but when it’s time to sell, they aren’t actually ready. This series breaks down the deal dynamics that consistently cost sellers money, starting with the one thing you can control before a buyer ever shows up: your corporate records.

The MSO and DSO space is one of the most active and opportunity-rich areas in healthcare today — but the decisions you make at formation will shape your compliance structure, your ability to attract capital, and your eventual exit for years to come. Here’s an overview of what founders, clinicians, and investors should consider when entering the space.