The Bylaws of a corporation set forth the rules for governing corporate matters.

Buy-Sell Agreement

A Buy-Sell Agreement is an agreement between co-owners that governs the purchase of one party’s entire ownership share in a business. A buy-sell is typically used in a 50/50 ownership situation as a mechanism to avoid the dreaded deadlock.


A Buyout is a takeover action by an outside investor. The investor purchases a controlling interest in the company, “buying out” the current ownership.

Business Plan

A Business Plan is a long document developed by a startup which lays out the blueprint for the startup – including the revenue model, growth plans, market information, and other relevant data. Business plans are not typically requested by investors, […]

Burn Rate

Burn Rate is calculated as monthly revenues less expenses. It is typically negative because expenses are so high for a startup relative to revenues. Burn rates are helpful in measuring how quickly a startup will go through all of its […]


A Broker-Dealer is an individual or firm that buys and sells securities or acts as an intermediary for such sales.

Bring Down Certificate

A Bring Down Certificate is a signed certificate certifying the company’s Representation and Warranties are still true as of the date of the certificate. Bring Down Certificates are often used to certify that the representations and warranties made in an […]

Break-up Fee

A Break-up Fee is a penalty paid by a potential acquirer to a startup if the potential acquirer backs out of an acquisition. In rare instances, this can also apply in financing rounds.

Book Value

Book Value is the total assets minus the total liabilities of a company. The book value of an asset, as shown on a balance sheet, is typically based on its original cost minus accumulated depreciation. The book value is used […]


Boilerplate is a standard provision that appears in every legal document and effectively means the same thing in every document. The provision may be worded differently, but the provision achieves the same result.