Qualified Small Business Stock – Section 1202 of Internal Revenue Code

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 […]


Funding & Capital Raising
SEC Amendments Positively Impact Capital Formation For Emerging Companies

On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend the existing regulations and those rules went into effect on March 15, 2021. The SEC amendments change the landscape for small businesses and entrepreneurs seeking to raise capital through exempt offerings.


Funding & Capital Raising
Silicon Valley Review S4, Ep7: Did Bream Hall & Erlich Violate SEC Securities Regulation Laws?

In this episode, we review S4, Ep7: “The Patent Troll” and discuss the legality of Bream Hall paying Erlich a finder’s fee, the differences between finders and broker-dealers, the pros and cons of hiring an attorney to negotiate a demand letter, and the three acts that govern investment activity.


Unsecured Debt

Unsecured Debt is debt that is not backed by collateral in any of the assets of a company. Because the debt is not secured by any specific assets as collateral, any debt secured by specific collateral will take priority over […]


Trade Secret

A Trade Secret is any confidential business information which provides a competitive advantage. Trade secrets are often protected by contract law but are also protected by federal and state statutes. Examples of trade secrets include sales methods, distribution methods, advertising […]


Secondary Buyout

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.


Secondary Sale

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.


Secondary Shares

Secondary Shares are shares sold by a shareholder to a third party rather than shares sold by a corporation.


Securities and Exchange Commission (SEC)

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 […]


Security Interest

A Security Interest is a legal right in collateral given to a creditor. If the debtor fails to fulfill its obligations to the creditor, the creditor can force the sale of the collateral and collect what it is owed from […]