Venture capital firms and other equity investors commonly request the right to have an observer attend the board of director meetings of their portfolio companies. A board observer isn’t a director, and therefore doesn’t have voting rights, generally doesn’t have a fiduciary obligation to the company or its shareholders, and typically doesn’t have the same right to indemnification to the same extent as actual members Read More

When seeking investors, entrepreneurs and business owners may be approached by individuals, including friends and family, who do not qualify as “accredited investors” under securities laws. Depending on where a business is in its lifecycle, accepting funds from these types of individuals may range from appealing to essential, or a business owner may simply desire to include them in the investment opportunity. Read More

You’re ready to sell your business or bring on a major investor, have hired a knowledgeable investment banker to manage the process, and now you’re entertaining one or more offers from interested private equity (PE) firms. Choosing the right PE partner is one of the most critical decisions for any founder or CEO, and the relationship will be for the long haul. Before you sign up for the highest valuation offered, Read More

On August 4, 2020, the Small Business Administration (SBA), in consultation with the Department of the Treasury, released Frequently Asked Questions (FAQ) to address borrower and lender questions regarding Paycheck Protection Program (PPP) loan forgiveness. Borrowers and lenders may rely on the guidance provided in the FAQ as the SBA’s interpretation of the Coronavirus Aid, Relief, and Economic Security Act (CARES Read More

Oliver Luck Vs. Vince McMahon: Key Takeaways For Executives/Companies Negotiating Employment Agreements (as published in Forbes) The recently filed Oliver Luck v. Vince McMahon lawsuit is a high-profile case between nationally known businessmen (particularly McMahon), but there are everyday takeaways that can serve any company or executive well when negotiating high-stakes employment contracts. Namely, Luck Read More

Congress recently passed and the President is expected to sign into law the “Paycheck Protection Program Flexibility Act of 2020”, which amends certain requirements of the Paycheck Protection Program (“PPP”) passed under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The new law is primarily intended to make it easier for PPP loan recipients to achieve loan forgiveness under the program. Read More

The Importance of Mandatory Dissolution Provisions in Agreements Among Co-Owners When co-founders of a startup are forming their entity and putting their founder agreements together, one issue that is often overlooked concerns the resolution of deadlocks or dissolving the business if the co-founders are unable to co-exist. By the time many founders figure out the importance of this issue, the honeymoon phase of Read More

The SBA has provided recent updated guidance with respect to its Paycheck Protection Program (“PPP”). SBA Review of Individual PPP Loan Files As of its guidance published on May 13, 2020, the SBA has clarified that it will be reviewing all loans in excess of $2 million, in addition to other loans as appropriate, following the lender’s submission of the borrower’s loan forgiveness application. (See Question 39 Read More

Hiring and keeping talented employees is a challenge for many businesses, but in particular for startups and early-stage companies that are more limited in the amount of cash flow they can commit to competitive salaries. One way to bridge this gap is with equity incentive compensation. Broadly speaking, equity incentive compensation refers to the grant by a company to its key employees and service providers of an Read More

Due diligence is an important and expected part of any merger or acquisition (M&A) transaction. The due diligence process gives the buyer the opportunity to identify any operational or legal risks that may exist with the seller or its business prior to entering into a purchase agreement and closing the transaction. Further, any specific issues (that do not arise to the level of terminating the transaction) Read More