Articles
Our knowledge, distilled.
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.
Startup Board Basics: Forming, Structuring & Governing Your Board of Directors
Whether you are incorporating, closing your first priced financing round, or preparing for outside investment, understanding how to structure and manage your Board can help you avoid governance pitfalls and build lasting alignment with stakeholders to create value.
Equity Compensation: E-Filing Section 83(b) Elections
In July 2025, the IRS modernized the process used to file elections under Section 83(b) of the Internal Revenue Code of 1986 by allowing taxpayers to file elections electronically. This article provides an overview of how to file an 83(b) election online and key considerations for founders and service providers.
The (Unsuccessful) Great Migration: Where to Form Your Company and Why
For companies considering a jurisdictional move, here are some of the required steps, considerations and typical documentation that accompany such a move.
Choosing Between Financing Instruments for Your Startup
Choosing the right financing instruments early on impacts not only how your cap table evolves, but also your ability to attract subsequent investors and navigate regulatory compliance. The stage that your company is in will play a critical role in the determination of which types of fundraising instruments are most appropriate to use.
Startup IP Myths That Can Cost You Millions (or Kill Your Exit)
Often the most valuable asset in a startup’s portfolio, intellectual property is also the most misunderstood. Early missteps can jeopardize funding, derail acquisitions or expose founders to costly legal disputes.
Five Key Considerations for International Founders
Starting in the U.S. requires more than just filling out paperwork. Success depends on early choices about structure, taxes, location, fundraising and immigration. Making smart decisions up front saves time and money later—and helps you look more attractive to investors and business partners.
Don’t Get a Face Tattoo: 5 Things That Will Inhibit an Exit
In an M&A process, certain problems stand out like a face tattoo: visible from the first glance, shaping every impression a buyer forms. Buyers form early views from your capitalization table, minute book, IP chain of title, compensation programs and contract files.
Choosing Your Business Court: What Texas’s New Business Court Means for Contracts and Strategy
The rise of business courts reflects growing competition between states to offer efficient forums that meet the needs of businesses to attract new businesses to their state and away from Delaware.
Delaware or Texas: Where Should You Incorporate in 2025?
If you're launching a startup in 2025, one of your first questions might be: “Where should I incorporate?” For decades, the most popular answer has been Delaware, but Texas is emerging as a serious contender for Delaware’s crown. Which should you choose?
How Your Startup Can Work Effectively with Experienced Advisors
This article breaks down how to work effectively with outside advisors who have been to where you are trying to go: how to choose them, structure the relationship and compensate them to grow your business
Asset vs. Equity Deals in M&A: Strategic and Legal Perspectives
This article explores the core distinctions between asset and equity deals and provides a framework for choosing the appropriate structure based on a party’s commercial priorities.
Who’s Actually in Charge Here?: The Real Difference Between Shareholders, Directors and Officers (and Why It Matters to Founders)
Understanding the roles of shareholders, directors and officers isn’t just a corporate formality—it’s how you protect control, avoid legal missteps, and run your company like a pro. Here's the breakdown every founder should know.
ASAs vs. SAFEs vs. Convertible Loan Notes: A Primer for Founders and Investors
Both startups with an international presence (or an international plan) and investors scouring the globe for investment opportunities should understand the key differences between the U.S. and the UK’s most common instruments for a startup’s first round of capital or bridging instruments.
Are SAFEs Dangerous?
SAFEs can be a powerful fundraising tool—but they also carry real risks to existing equity holders. For founders, the danger lies not in the document itself, but in misunderstanding its terms and consequences.
How to Split Equity Between Co-Founders (and Stay Friends)
Founders often delay conversations about equity because they are uncomfortable or assume things will “work themselves out.” However, equity is not just a legal formality. It is a blueprint that defines how ownership, control and accountability are structured within the company.
Mark Zuckerberg Got Founder’s Stock—Should I?
Legally speaking, “founder’s stock” is just common stock issued early—typically at a nominal price and usually subject to vesting. But what people usually mean when they refer to “founder’s stock” is something more: equity with enhanced control features that let founders maintain decision-making authority even after raising outside money or going public.
The Future of Corporate Venture Capital: Evolving from Strategic Tourist to Long-Term Partner
Today’s leading CVC teams aren’t simply deploying capital to hedge against disruption. They’re building long-term capabilities that integrate innovation into the core of the enterprise.
Convertible Notes vs. SAFEs: Choosing the Right Pre-Seed Financing Tool
For many early-stage startups, choosing between a convertible note and a SAFE is one of the first critical legal and strategic financing decisions
Qualified Small Business Stock: Tax Benefits for Startup Investors are Bigger and More Beautiful
The One Big Beautiful Bill Act’s amendments to the Qualified Small Business Stock provisions can spur further investment into small business by investors and founders.
Equity Compensation Primer: ISOs v. NSOs
A closer look at why companies grant options to service providers and the key difference between the two types of options: incentive stock options (ISOs) and non-qualified stock options (NSOs).
Understanding Dilution: What Every Founder Should Know Before Raising Capital
For startup founders, few concepts are as important—or as commonly misunderstood—as dilution. Dilution directly affects how much of the company you own, how much control you retain and what your economics look like in an eventual exit.
The IP Landmine That Can Kill Your Startup’s Exit: Avoiding Common Ownership Pitfalls
One of the most critical aspects of M&A and investment due diligence is ensuring that a target owns the intellectual property required to operate the business and achieve the roadmap.
Founder Secondary Sales: A Primer
A successful secondary sale of a founder’s common stock requires advanced planning by the founder, including early and thoughtful communication with various company stakeholders.
Founder Stock Vesting: What It Is and Why It Matters
When issuing Founder’s Stock, it is important to consider whether a vesting schedule should apply. This may seem like an easy “no” for a Founder—“why would I subject my stock to vesting if I don’t have to?” However, there are (at least) a few scenarios when it may make sense