VW Blog

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.

Part 2 of our legal housekeeping series covers the tactical side of keeping your company in order: what to loop your attorney in on, the pitfalls that trip founders up most often (from 83(b) failures to messy cap tables), and a practical annual checklist to stay on track. Founders who treat housekeeping as routine move faster, spend less on clean-up, and enter due diligence in a much stronger position.

AI chats feel private — but in litigation, some aren’t. Here’s how courts are treating everyday business chats, pre-litigation prep, and conversations with counsel, plus how to avoid waiving privilege.

This blog explains why service provider contracts—often overlooked during M&A transactions—can derail deals through hidden change-of-control, assignment, or termination clauses, and offers practical steps companies can take before and during a transaction to avoid last-minute surprises.