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.
USPS Postmark Rule Change: Implications for Section 83(b) Elections
For startup founders seeking to reduce their potential tax exposure through a Section 83(b) election, timing matters. A recent change in U.S. Postal Service (USPS) postmarking procedures has introduced new risk for anyone relying on traditional “snail” mail to meet their Section 83(b) election filing deadlines.
Estate Planning for Founders – Part III: Intentionally Defective Grantor Trusts
This is the third of a four-part series focusing on estate planning for founders. In this installment, we will cover why an Intentionally Defective Grantor Trust (IDGT) may be an effective estate planning tool for founders.
Why Startup Founders Should File an 83(b) Election
Since a startups company’s common stock typically has very low value at incorporation, and the amount paid for the shares is equal to the value of the stock at that time, filing an 83(b) election can provide several advantages
Navigating Conflicts in Rescue M&A and Financings
Experienced directors and officers understand that they owe the traditional fiduciary duties of care (make reasonable, informed decisions) and loyalty (act in the best interest of the corporation and its stockholders). But during times of financial stress, even sophisticated directors may overlook a crucial nuance.
Top 10 Things to Watch Out for When Cash Flow Is Tight: Restructuring Considerations for ECVC-Backed Companies
For founders and executive teams in the ECVC space, recognizing early warning signs—and responding decisively and on an informed basis—can mean the difference between stabilization and a value-destructive insolvency process
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.
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.
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.
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.
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
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.
Preparing for the Unthinkable: Treatment of Compensation and Benefits on Death of an Employee
When an employee unexpectedly dies, companies often want to act quickly so as to minimize disruption to the deceased employee’s family. While that is an important goal, companies need to ensure that they follow federal and state requirements applicable to the distribution of final wages, vested equity awards, retirement plan balances and other benefits on the death of an employee.
Venturing Smart: Essential Practices and Precautions of the Venture Capital Advisers Exemption
The Venture Capital Adviser Exemption provides significant regulatory relief for investment managers that solely advise venture capital funds and can significantly decrease an investment adviser’s regulatory burdens.
Crowdfunding: What It Is and When to Utilize It for Your Business
Crowdfunding offers several benefits that make it an attractive option for startups. Understanding these advantages as well as the limitations of crowdfunding can help entrepreneurs determine when crowdfunding is the preferable means of fundraising for their ventures.
Estate Planning for Founders - Part II: Planning with Qualified Small Business Stock
If you own stock that is QSBS, you are probably aware that you may be eligible to receive a significant exclusion on capital gains taxes when you sell your company. What founders do not often know is that they can multiply this exemption using certain types of trusts.
Savings Plans for Startups
Opening a retirement savings plan for employees (including founders!) is often a low-priority issue for startups and small businesses, but several states, including California, are trying to change that.
Don’t be Fooled: Employers Cannot Circumvent Wage and Hour Rules by Classifying Workers as Contractors!
Although companies may be tempted to classify workers as contractors to circumvent wage and hour rules, misclassification of employees can lead to significant legal liabilities, including back payment of wages, taxes and penalties.
Estate Planning for Founders – Part I: The Core Estate Plan
The fundamentals of an estate plan include a Revocable Trust, a Will, Powers of Attorney and an Advance Health Care Directive. With these documents, you can proactively plan for the future and make critical decisions for yourself, your family and your company.
Choosing the Wrong Business Structure: A Startup’s Death Sentence?
Choosing the wrong business structure when starting your business can set your business on a path to failure before it even gets started.
Authorized vs. Issued Shares
Our startup clients are sometimes asked by investors or government agencies to provide their number of authorized and issued shares—the difference between the two isn’t always obvious but is critical to understand.
How This Multimillion-Dollar Tax Benefit Can Slip Through Your Fingers: Don’t Miss Out!
The Qualified Small Business Stock (QSBS) status under Section 1202 of the Internal Revenue Code allows for a 100% capital gain exclusion on the sale of small business stock, up to certain limits; however, maintaining this status requires strict adherence to several conditions.