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

In response to the COVID-19 situation, certain tax filing and payment deadlines at both the State and Federal levels have been changed for the 2019 tax year. At the Federal level, the Treasury Department and the IRS extended the 2019 income tax filing and payment deadlines for all taxpayers who file and pay their Federal income taxes on April 15, 2020 to July 15, 2020, including estimated tax payments for tax year Read More

What is a MAC Clause? A ‘material adverse change’ clause (a ‘MAC’ clause or sometimes called a ‘material adverse effect’ or ‘MAE’ clause) is a risk allocation provision which commonly appears in merger, stock or asset purchase agreements as part of an M&A transaction. The two primary functions of a MAC clause are to (1) provide the buyer with a costless cancellation right if during the period that occurs after Read More

COVID-19 GUIDANCE FOR EMPLOYERS 1. Can employers send or keep a sick employee home? Yes, employers can send or keep a sick employee at home. Employers should be cautious as to not discriminate against any specific group, but base decisions on a good faith belief and probable cause to determine if an individual is sick, including an employee’s own disclosure or reasonable observation. Inaction by not sending sick Read More

What is a Profits Interest? Profits interests are the most well-known and commonly used form of equity compensation used by partnerships and limited liability companies that are taxed as partnerships to incentivize key service providers to remain invested in the success of the company. Profits interests are granted to service providers or key employees in exchange for their contribution of services to the Read More

What is Convertible Debt?  Startups and entrepreneurs seek to raise early stage capital in a variety of ways, but one of the most common is through a convertible debt structure utilizing a promissory note that can be converted into equity securities of the issuing company on the occurrence of various events stated in the note.  In the last few years you may have also heard of alternatives to convertible note Read More

Whether you’re just starting a new business or are preparing to scale your existing company to get to the next level, it’s common to seek out potential investors to provide the capital your company needs to take flight. Unfortunately, most founders can’t just make an appearance on Shark Tank and get top deep pocketed investors immersed in bidding wars over funding their companies. However, there are some practical Read More