Guidance
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.
Articles
Sellers Beware: Buyers Are Asking Founders to Pay Legal Bills for Unproven R&W Claims
In private M&A deals, buyers are increasingly asking sellers to cover legal defense costs for post-closing claims even when the claim has not been proven or no representation or warranty (R&W) has actually been breached. This is a meaningful shift in risk, and one that sellers may be blindsided by based on an intuitive sense of how R&Ws should work.
Money Moves Matter: Financing Your U.S. Expansion Without Slowing Your Growth
Expanding into the United States is an exciting milestone for any growing company, but forming the U.S. entity is usually the easy part. The harder—and more consequential—work is designing the financial structure that supports the group structure and governs how money moves around it.
Beyond the Flip: Longer-Term Implications of Operating a Multinational Group Structure
U.S. expansion is not simply about forming a new entity. It’s about building a structure that supports the company’s next stage of growth. Before rushing into a Delaware flip or forming a U.S. entity, consider the most common paths founders take—and the trade-offs each involves.
Beyond the Flip: Structuring Your U.S. Expansion for Scale, Not Just Speed
While much attention is paid to the mechanics of the Delaware flip itself, founders should also consider the longer-term implications of operating a multinational group structure.
Understanding the Delaware Flip: What UK Founders Should Know
A “Delaware Flip” is a restructuring whereby a UK (or other non-U.S.) company incorporates a new U.S. parent—typically in Delaware—and executes a share-for-share exchange, with each shareholder of the UK company receiving equivalent shares in the new U.S. holding company.
The AI Notetaker: An Uninvited Party Guest Who May Need to Leave
As AI-powered notetaking tools become increasingly integrated into conferencing platforms, the companies adopting such tools need to carefully evaluate the legal risks they introduce.