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Every step of the way, startups have a lot to think about. We help ease that burden by considering all the angles and providing clients with clear, forward-looking advice. We know just how quickly the startup landscape can change, so we proactively outline emerging issues and provide actionable recommendations for managing the challenges and opportunities those developments present.
Disclosure Schedules: What Are They and How Do They Fit into My Deal?
Whether you are tasked with driving an equity or debt financing to closing or with gearing up for an exit event, disclosure schedules will be one of the many documents that you will negotiate and deliver as part of the deal. So, what exactly are disclosure schedules, why are they important in your deal, and how can you best prepare to put them together?
Exit Wounds: The Legal Landmines of Selling Your Startup
Selling a startup is a significant milestone, often the culmination of years of hard work, sleepless nights, and relentless dedication. However, the path to this milestone is fraught with legal landmines that can turn a promising exit into a painful wound. This article will guide you through the legal pitfalls that can derail your startup’s sale and provide strategies to navigate those pitfalls successfully.
How Does an Acquihire Work?
When it becomes clear that a startup is no longer able to operate independently, the opportunity to engage in an acquihire with a more established company can be a way for a startup to avoid the potentially negative optics that come with being forced to simply shut down the company.
HSR Thresholds Will Increase for 2019 Transactions
On April 3, 2019, revised thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities, assets, or unincorporated interests must notify the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) of a proposed transaction and comply with a mandatory waiting period before the transaction can be consummated.
Merit Management Provides an Opportunity to Reflect on Bankruptcy Risks in M&A Transactions
On February 27, the United States Supreme Court resolved a long-standing circuit split by ruling, in Merit Management Group, LP v. FTI Consulting, Inc.1, that the purchase price paid to a stockholder of an acquired corporation could be recovered by the bankruptcy trustee of the buyer, even though the payment had been made through a third-party ?nancial institution (Citizens Bank of Pennsylvania, as escrow agent). Prior to this ruling, the majority of circuit courts had held that such payments could not be recovered by a bankruptcy trustee, due to the safe harbor provided by Section 546(e) of the Bankruptcy Code.
Ninth Circuit: Enough to Allege Negligence When Attacking Tender Offer Documents
For decades, every circuit of the United States Court of Appeals that has considered the issue has ruled that a plaintiff must allege scienter when attacking tender offer documents under Section 14(e) of the Securities Exchange Act of 1934. But now, the Ninth Circuit has reached the opposite conclusion, holding that negligence suffices. Varjabedian v. Emulex Corp., No. 16-55088 (9th Cir. Apr. 20, 2018). The opinion also holds that Section 14(d)(4)—which regulates what a tender offer solicitation or recommendation must contain—does not provide a private right of action.