Indemnification in M&A Contracts Part IV: Caps, Baskets, and Deductibles
Part IV in our series on indemnification focuses on caps, baskets, and deductibles.
Indemnification in M&A Contracts Part III: Time Period for Indemnification (aka. The Survival Periods)
Part III in our series on Indemnification in M&A takes us to Time Periods for Indemnification.
A Guide to the 2023 MLS Superdraft
The Major League Soccer (MLS) Superdraft is the main path for top college soccer players to enter the professional game in the US. joining MLS. This guide will help you navigate through the process of being drafted.
Indemnification in M&A Contracts Part II: Indemnification “Claims”
Part II of our series on Indemnification in M&A Contracts focuses on the wide scope of potential claims covered by indemnification.
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.
Indemnification in Mergers and Acquisitions Contracts
Indemnification is one of the most important, but least understood, parts of an M&A transaction. In this blog series, we will be covering the different aspects of the Indemnification Section of the Purchase Agreement. Part 1 will discuss what indemnification is and the process for indemnification under the agreement.
Why the Venture Capital Operating Company Exemption Matters (and how a Management Rights Letter helps)
If a venture capital fund plans to take money from an employee benefit fund and does not want to be subject to ERISA, it is imperative to always obtain a management rights letter that provides opportunities to exercise control and actually exercise those rights during the annual valuation period.
The Unintended Consequences of Too Many New Venture Funds
Venture capital activity is hotter than ever, which has led to more available capital and fueled the growth of many exciting companies. From 2020 to 2021, the aggregate deal value of VC investments in the U.S. increased from $167B to […]
Let’s All Use Lego® Bricks.
Venture financing rounds need to be constructed so that they can stack neatly on top of each other. Angel on top of Friends & Family, Series Seed on top of Angel, Series A on top of Series Seed, Series B on top of Series A, and so on.
What is an F-Reorganization?
If you have tried to sell or buy a business that is an S-corporation for tax purposes recently, you may have run into the newly popular structure called the “F-Reorganization.” But what on earth is an F-reorganization? And why is it so popular? This blog post explains the structure.