Securities Straight Talk Vol. 2: Out With the Old (Rule 505), In With the New (Rule 504)
The SEC released its final ruling that amends Rule 504 and repeals Rule 505, altering Reg D as we know it. In a nutshell, the SEC has combined the best of Rule 504 (unlimited investors, no accredited investor requirement, no burdensome disclosures) with the best of Rule 505 (a $5,000,000 offering limit).
Securities Straight Talk Vol. 1: Securities Laws Matter To Startups (Yes, Yours Too)
So, what exactly is a security, and how does it relate to my startup? In this blog series, we will provide the straight talk on federal and state securities laws to help you navigate the web of regulation.
The Oddish Intersection of Property Rights and Augmented Reality
Pokémon Go, and similar apps, have now forced us to consider a new right that may be tied to property: your virtual rights.
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 […]
At Vela Wood, Philip advises clients on commercial litigation, government investigations, and NIL matters. His practice covers business torts, contract disputes, trade secrets, antitrust, and state and federal regulatory investigations, as well as NIL eligibility lawsuits and advising student-athletes on […]
Negligence Liability for Rogue AI: Machine, Animal, Person
Can a company be held liable in Texas when its AI agent goes rogue? VW Partner Matt Wood looks at how Texas courts have treated railroads, vicious animals, and people under someone else’s control, and why each analogy points toward a duty of care.
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.
David Torres is an IT Support & Security Analyst at Vela Wood. He provides technical support across the firm and supports IT systems and security operations. Prior to joining Vela Wood, David served in the United States Marine Corps and […]
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.