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Even the smallest corporations have directors. This article examines the ways you can remove directors. It starts with the general rule (with a focus on Delaware law), reviews the exceptions to that general rule, and then highlights how a...
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This article continues a series explaining key provisions in financing term sheets. This entry in the series focuses on registration rights, which involve when investors can request (or demand) that the company become publicly traded. The...
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Corporate governance matters; although large firms with shoddy governance policies and procedures make headlines, smaller firms can gain a competitive advantage if they are well governed. This article highlights five recent important reports on...
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This article highlights several prominent news stories with some kind of nexus to legal topics relevant to startups. News stories profiled in this article involve such topics as M&A due diligence, international trademark infringement...
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This article reviews the legal status of takeover defenses in the United States, and explores the tougher question of whether courts here should view corporate takeover defenses as leniently as they currently do. The article examines the...
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The business judgment rule is a vital feature of the corporate law of Delaware (and other states). This article provides an overview of the business judgment rule, with an explanation of what it is, how shareholder plaintiffs in lawsuits...
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This article continues a series explaining key provisions in financing term sheets. This entry in the series focuses on information rights, which help investors monitor the company in which they are investing. The article explains why...
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This article recounts the developments from two prominent news stories involving corporate governance matters. The news stories so profiled involve a binding arbitration clause in The Carlyle Group's IPO, which carried tremendous implications...
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This article highlights several prominent news stories with some kind of nexus to legal topics relevant to startups. News stories profiled in this article include the fate of an IPO restriction which would have negatively impacted shareholders'...
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The stereotypical corporate director, as conceived in law schools across the country, is a successful former or current executive who would just as soon be playing golf or sailing on his yacht as diligently overseeing the operations of the...
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This article shares some important advice for budding entrepreneurs (or anyone in business) from the business book Rework. The advice concerns both work/life balance and practical suggestions for building a lasting, sustainable...
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This article continues a series explaining key provisions in financing term sheets. This entry in the series focuses on conditions precedent to financing. The article focuses on typical conditions precedent to financing and also...
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Every corporation, even the smallest startups, has directors, even if these directors are just (for example) the founder and her husband. However, the right directors can also add significant value to the corporation whose affairs they oversee,...
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This article highlights several prominent news stories with some kind of nexus to legal topics relevant to startups. News stories profiled in this article include Facebook's IPO, Congressional insider trading legislation, Google's privacy...
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This article highlights a creative financing option which can help startups get the capital they need to grow without sacrificing control or diluting the founding team's equity interest in the firm--revenue loans. Revenue loans are instruments...
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This article continues a series explaining key provisions in financing term sheets. This entry in the series focuses on redemption rights, which allow the investor to have the stock repurchased at the purchase price, often after some fixed...
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This article looks at an IPO currently in the preparation stage by The Carlyle Group LP, a well-known buyout firm. The registration statement for this IPO contains a very restrictive arbitration clause, which serves to stunt the threat of...
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This article highlights several news stories with some kind of nexus to a legal topic relevant to startups and small businesses. Topics covered include a big week for Apple, big news in executive compensation, European data privacy legislation,...
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States across the country are adopting laws creating benefit corporations, a new corporate form for socially conscious entrepreneurs. This article highlights an effort underway to pass social benefit corporation in Washington state.
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This article continues a series looking at key investing term sheet provisions. This entry in the series focuses on dividends; the article explains what dividends are, how different types of dividends affect your company's balance sheet, and...
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This article highlights several prominent news stories with some kind of nexus to legal topics relevant to startups. News stories profiled in this article include an update on the SOPA blackout, Google director compensation, an overhaul of the...
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This article reviews important (currently existing) exemptions from federal securities registration requirements. The article focuses on Regulation D, and compares and contrasts the three main SEC-promulgated Regulation D rules under...
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This article continues a series looking at key investing term sheet provisions. This entry in the series focuses on investors' conversion rights, by which they can convert preferred stock to common. The article explains why preferred...
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This article highlights several prominent news stories with some kind of nexus to legal topics relevant to startups. News stories profiled in this article include a petition to remove Regulation D's ban on general solicitation for certain...
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A preliminary step to an initial public offering (IPO) is submitting a registration statement for that stock to the SEC. This article explains what that registration statement contains, explains how burdensome it is to put together, highlights...
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This article discusses drag along agreements (also called drag along provisions, or, to many lawyers, simply drags). It explains what a drag along agreement is, how they work in sales of a company, and also provides some options to make drag...
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This article highlights several big news stories from the last week. The leading story in this roundup concerns President Obama's recess appointment of a head of the Consumer Financial Protection Bureau, a new agency created by the Dodd-Frank...
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This article highlights several prominent news stories with some kind of nexus to legal topics relevant to startups. News stories profiled in this article include the payroll tax cut extension, the Kinect Accelerator, Supreme Court cases...