SEC Releases Long-Standing Proposed Crowdfunding Rules
Finally! Ten months after they were supposed to be released, the SEC released the proposed crowdfunding rules to the general public on October 23, 2013. The proposed rules are currently in the middle of the 90-day comment period, and as […]
Delaware Series LLCs: A Scalable Structure for SPV Investing
Fund managers running multiple deal-by-deal SPVs don’t need to form a new LLC and draft fresh documents for every raise. Delaware’s series LLC statute lets you build a single “master” platform once and spin up a new liability-shielded “series” for each deal, cutting formation costs and legal overhead as you scale. This post walks through the three-layer structure, the registered-vs-protected series decision, the document suite, and the regulatory considerations that come with it.
Texas Business Court and Jurisdiction – Counting to $5M
Filing in the Texas Business Court starts with a threshold question: does your case clear the $5M amount-in-controversy bar? Here’s how to count claims from both sides, what to exclude, and why the burden often favors the filer once jurisdiction is challenged.
Delaware Flip for Foreign Startups: Corporate & Tax Considerations
Foreign startups seeking U.S. venture capital are often asked to reorganize as a Delaware corporation prior to funding. Accomplishing a successful “flip” requires attention to both the corporate structure and the tax treatment of the exchange. This blog breaks down the mechanics, from a simple founder-only flip to the four-step process for a multi-entity holding company.
409A vs. Venture Capital Valuations
Startups value their common and preferred stock differently: common through an independent 409A appraisal, and preferred through the price investors negotiate. Because the two price different securities, a company’s 409A typically comes in well below its venture valuation — which is an expected gap within the capital structure.
Management & Dental Service Organizations: A Primer
The MSO and DSO space is one of the most active and opportunity-rich areas in healthcare today — but the decisions you make at formation will shape your compliance structure, your ability to attract capital, and your eventual exit for years to come. Here’s an overview of what founders, clinicians, and investors should consider when entering the space.
The Importance of Good Legal Housekeeping (Part 2)
Part 2 of our legal housekeeping series covers the tactical side of keeping your company in order: what to loop your attorney in on, the pitfalls that trip founders up most often (from 83(b) failures to messy cap tables), and a practical annual checklist to stay on track. Founders who treat housekeeping as routine move faster, spend less on clean-up, and enter due diligence in a much stronger position.
AI Chats and Discovery – Beware the Glass House
AI chats feel private — but in litigation, some aren’t. Here’s how courts are treating everyday business chats, pre-litigation prep, and conversations with counsel, plus how to avoid waiving privilege.
How VW Is Using AI
There are a lot of headlines right now about AI and the legal industry. In light of this focus, we wanted to share how we’re using it at VW. Build vs. Buy We have made an intentional decision to build […]
Prediction Markets Are Sports Betting — And the Federal Government Is Looking the Other Way
At VW, we’re proud to represent dozens of gaming companies. I’ve personally been deep in the fantasy sports community for over 10 years, and it’s been fun and intellectually stimulating to watch the evolution of DFS, DFS 2.0, and sports […]