Duty Of Loyalty

The Duty of Loyalty is the principle that directors and officers of a corporation, in making decisions in their capacities as officers and directors of the Corporation, must act without personal economic conflict. The duty of loyalty can be breached […]

Duty Of Care

Duty of care is the duty the directors/officers of a corporation owe to make decisions in the corporation’s interests with reasonable diligence and prudence. Duty of care is defined in corporate statute or caselaw in many states.


Divestiture means the process of selling off subsidiary business interests, investments, or assets, many times to a third party. A Divestiture may also be used to spin off or split certain assets into two or more separate businesses.


Deadlock is a situation, typically involving opposing parties, in which no progress can be made on a decision or issue. For a Company, deadlock may arise where a decision must be made by the managers/Board of Directors OR the members/shareholders […]

Due Diligence

Due Diligence is the process an investor or buyer goes through prior to making an investment in a company. This typically includes meeting and interviewing the founders and key stakeholders, reviewing company documents and financials, and interviewing customers, when applicable.

Drag Along Rights

Drag Along Rights are the rights of majority investors who are selling their equity in the company to force minor investors to sell their equity interest as well.

Double Materiality Scrape

A Double Materiality Scrape is a clause in a purchase agreement that states that when determining (a) whether any given representation or warranty in a purchase agreement is accurate or inaccurate (a breach of the representation or warranty), or (b) the amount […]

Division (of a Company)

A Division of a company is a department, area group, or other portion of the company that sells particular products and services, or supports a particular industry. A Division of a Company, rather than the entire company, may be sold […]


A Dividend is a payment made by a corporation to its stockholders. Dividends can be paid in cash or stock. Startups rarely, if ever, pay dividends.


Distribution is a payment by a company to its shareholders (or members in the context of an LLC).