Keep Your Early Rounds Small, Your Valuation Reasonable & Close Quickly
Dallas startups are on the rise, but too many early founders chase inflated valuations. This blog discusses why raising only what you need to reach your next milestone—and keeping valuations realistic—can give founders a stronger path to sustainable success.
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.
Are you acting as an Investment Advisor?
Advising on deals, investments, or market trends—even informally—can trigger investment adviser rules if you’re compensated in any way. Securities laws focus on conduct, not titles. If your guidance on securities is part of your business, registration or an exemption may be required.
Preserving QSBS: Initial Hurdles and Maintaining Eligibility
QSBS offers major tax savings, but eligibility under Section 1202 is complex. This article highlights key risks—from stock issuance and asset limits to redemptions and transfers—that can jeopardize the exclusion.
The Many Forms of Pay-to-Play
Pay-to-play rounds are becoming more common as startups deal with inflated past valuations and a tougher funding climate. Some structures penalize investors who don’t reinvest, others reward those who do, and hybrids combine both. Whether it’s a stick, a carrot, or a mix, these terms are reshaping cap tables and investor relationships across the venture landscape.
QSBS Planning for S Corps Under Section 1202
Many early-stage companies elect S corporation status to take advantage of the favorable tax treatment. However, as companies scale and plan for funding or an eventual exit, they often convert to a C corporation to qualify for the QSBS exclusion under Section 1202. This article explains the challenges S corporations face when looking to convert, and outlines the strategies that can help founders satisfy the requirements under Section 1202 and preserve eligibility for the tax exclusion at exit.
Preferred Economics in Venture Transactions
Venture financing isn’t just about valuation—it’s about how the deal is structured. Liquidation preferences and participation rights can dramatically impact founder payouts and investor returns in an exit. This article breaks down the most common preference structures, from 1x non-participating to capped participation, and explores how seniority and stacking work across multiple rounds.
QSBS Expansion – What You Need to Know
Congress made major changes to QSBS, expanding who qualifies and how much gain can be excluded. The asset cap rose to $75 million, and investors can now exclude up to $15 million or 10× their basis—whichever is greater. Shorter holding periods also now qualify for partial tax breaks. These changes open the door for both investors and companies to benefit from this powerful tax incentive.
Private Funds, Public Rules – What Fund Managers Need to Know
This blog breaks down what qualifies as an “investment company” under federal law and explains how private fund managers—like those running hedge funds or venture capital firms—can avoid burdensome public registration by meeting key legal exemptions.
Negotiating Warrant Terms in Venture Financings
Warrants are a common feature in venture financings, offering investors additional upside while impacting founder dilution and control. In this blog, VW attorney Bobby Gojuangco breaks down key warrant terms and explains why understanding them is critical to protecting your company’s long-term capitalization strategy.