What’s New in Delaware? Key Corporate & LLC Changes Every Business Should Know in 2025
In March 2025, Delaware overhauled its General Corporation Law, introducing major changes that impact how companies handle conflicted transactions, board approvals, and stockholder rights. These updates aim to reduce legal uncertainty and bring clearer standards for directors, officers, and controlling stockholders. Here’s a quick look at what’s changed—and why it matters.
Private Funds, Public Rules – What Fund Managers Need to Know
This blog breaks down what qualifies as an “investment company” under federal law and explains how private fund managers—like those running hedge funds or venture capital firms—can avoid burdensome public registration by meeting key legal exemptions.
How often do SAFEs and Notes convert into less favorable shares than those issued to new investors? In a review of our last 50 equity rounds involving SAFEs and convertible notes, we found that in over 14% of financings, convertible […]
A 228 Notice refers to a written notice given to stockholders under Section 228 of the Delaware General Corporation Law (DGCL) when corporate actions are taken by written consent instead of a stockholder meeting.
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Daniel graduated from Baylor University School of Law in Waco, Texas. While in law school, Daniel completed the Business Planning Professional Track, was a member of the Baylor Barrister Society, and served as Vice President and co-founder of the Baylor […]
Negotiating Warrant Terms in Venture Financings
Warrants are a common feature in venture financings, offering investors additional upside while impacting founder dilution and control. In this blog, VW attorney Bobby Gojuangco breaks down key warrant terms and explains why understanding them is critical to protecting your company’s long-term capitalization strategy.
Vig & Juice – Against the Rules S4, Eps. 1-2: Protecting the Integrity of Sports
In this episode of Vig & Juice, we begin with an overview of the current sports betting landscape and then introduce a new miniseries we’re launching to discuss season 4 of Against the Rules with Michael Lewis, which covers sports betting. In this episode we discuss legal topics related to episodes 1 and 2 of Against the Rules, including the Professional and Amateur Sports Protection Act of 1992 (“PASPA”), which was passed with the intention of protecting the purity of sports.
All Startups Should Be C Corps, But Not Necessarily In Delaware
In this blog, we discuss why C corps remain the best choice for startups seeking venture capital and explore recent court decisions that have made Delaware a less obvious choice for incorporation, prompting companies to consider alternatives like Texas and Nevada.
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.