The Securities and Exchange Commission (SEC) is the federal regulatory agency that enforces federal securities laws (such as Sarbanes-Oxley, the Securities Act of 1933, the Securities Exchange Act of 1934, and other securities regulation), proposes rules for the regulation of […]
Secured Debt is debt that guarantees some repayment because it is tied to some or all of a company’s assets as collateral. If the debtor defaults, the creditor can obtain a lien against the collateral.
A Section 338h)(10) Election is a tax election that allows certain types of taxpayers to treat an acquisition of the equity of a target company (which must be a corporation or s-corporation) as an asset sale for tax purposes.
A Section 336(e) Election is a tax election that allows certain types fo taxpayers to treat an acquisition of the equity of a target company (which must be a corporation or s-corporation) as an asset sale for tax purposes.
Secondary Shares are shares sold by a shareholder to a third party rather than shares sold by a corporation.
A Secondary Sale is a sale where a buyer purchases shares of a startup directly from the startup’s existing shareholders. This type of transaction allows founders and early-stage investors to take some money off the table.
A Secondary Buyout is a private sale by a VC or private equity firm of its stake in a startup (or part or all of its entire portfolio) to another VC or private equity firm. See Tender Offer.
Section 1202 of the Internal Revenue Code provides for beneficial tax treatment for investors who purchase Qualified Small Business Stock (QSBS) in a company. If a stock qualifies as QSBS, investors may exclude up to 100% of the federal capital […]
An Expenses Provision is a section in a letter of intent or memorandum of understanding that sets out the liability of each party with respect to the expenses associated with due diligence and negotiating the transaction documents in the event […]
A set of statutory ways in which a corporation may reorganize or structure a restructuring without the transaction being taxable at the time of the transaction. Section 368(a)(1) reorganizations are sometimes used for acquisitions, restructuring, or mergers of companies.