Funding & Capital Raising
Primer on Qualified Small Business Stock (QSBS)

Startup founders, early employees, and investors may be missing out on a major tax advantage. Thanks to the Qualified Small Business Stock (QSBS) federal income tax exclusion, eligible stockholders can potentially exclude up to 100% of capital gains upon an exit—saving millions in federal taxes. Understanding the key requirements and potential pitfalls of QSBS can make a significant impact on your financial outcome. Here’s what you need to know to maximize this powerful tax benefit.


Corporate Governance
Venture in the Middle 2024 Trends

In 2024, VW saw a sharp rise in pay-to-play financing rounds, reflecting tougher conditions for both startups and investors. While the market experienced corrections in valuations, early-stage venture funding remained strong and Safe notes remained the dominant financing tool.


Funding & Capital Raising
Understanding 83(b) Elections: A Crucial Step for Startup Founders and Employees

If you’re a founder or an early employee at a startup, equity compensation is likely a significant part of your financial upside. However, the promise of equity can come with a maze of tax implications. Enter the 83(b) election: a relatively simple IRS filing that can save you thousands (or even millions) in taxes down the road. Despite its importance, many people overlook it—sometimes to their detriment.


Corporate Governance
Stockholders’ Rights of Venture Investors After Moelis

This blog explores the tension between Delaware corporate law’s board management principle and investor demands for control, highlighting legal challenges and potential legislative changes to the Delaware General Corporation Law after the Moelis decision.


Funding & Capital Raising
What Is A Search Fund & Why Should You Start One?

Starting a search fund offers a direct path to leading a profitable business. This blog covers the history, mechanics, and life cycle of a search fund, as well as the characteristics of companies targeted by search funds.


Funding & Capital Raising
Comparing the Conversion Mechanics of Safes and Convertible Notes

This blog focuses on understanding the conversion mechanics of Safes versus Convertible Notes, which is essential for founders navigating pre-seed financing, as they differ in their treatment of shares outstanding and impact the equity distribution among stakeholders.


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
Understanding Authorized, Issued and Reserved Shares

In this blog we explore the difference between a corporation’s authorized, issued and reserved shares and some corporate governance considerations to keep in mind as shares, options, and warrants are being issued to founders, service providers, and investors.


Funding & Capital Raising
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.


M&A
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.