General Business
Understanding Basic Contracts: Terminating for Material Breach

All contracts will have a term (length of the agreement) and termination (how you terminate the agreement) clause. Well, they should have a termination clause. As I wrote last time, it’s important to take great care in reviewing your contracts […]


The Company Agreement Explained
Drafting LLC Company Agreements: What Is A Capital Contribution?

I recently had a meeting with a client who wanted to make sure his initial investment in an Limited Liability Company was well documented by the LLC. One way to document the initial investment is in the LLC’s Company Agreement. […]


Corporate Governance
Equity & Equity-Like Plans for S Corporations

This blog discusses which types of equity plans are, and are not, available for an LLC or corporation taxed as an s-corporation.


Funding & Capital Raising
Equity Options for LLCs

Issuing equity in LLCs can be complicated and lead to additional compliance and reporting obligations, and great care should be taken when determining the right equity structure. This blog is meant to serve as a brief introduction to four common ways of issuing equity in an LLC to compensate key service providers or employees.


Funding & Capital Raising
Post-Money Safe Does Not Mean Founders Equity is Safe

Early-stage startups often raise funds using Safes (Simple Agreements for Future Equity), rather than selling equity immediately. Safes allow founders to delay valuation, maintain control, and simplify financing. Post-money Safes, now the industry standard, fix investor ownership upfront, making fundraising more predictable while emphasizing the importance of tracking dilution. Understanding both how Safes work and how they impact ownership is essential for founders and investors navigating early-stage fundraising.


Funding & Capital Raising
Selected Offering Exemptions

To help you understand all of the available private offering exemptions, we’ve compiled details on the old Reg D avenues, and the new crowdfunding ones, into a single page and have created a handy chart for your review.


M&A
Indemnification in M&A Contracts Part IV: Caps, Baskets, and Deductibles

Part IV in our series on indemnification focuses on caps, baskets, and deductibles.


Corporate Governance
All Startups Should Be C Corps, But Not Necessarily In Delaware

In this blog, we discuss why C corps remain the best choice for startups seeking venture capital and explore recent court decisions that have made Delaware a less obvious choice for incorporation, prompting companies to consider alternatives like Texas and Nevada.