Tennessee Securities Division Guidance on the De Minimis Exemption and...
This post is co-authored by Alexander Davie. This post applies to Tennessee investment advisers and private fund managers relying on the de minimis exemption from registration under Tennessee...
View ArticleSpaceX Leaves Delaware; Should Others Follow?
Overview On January 30, 2024, the Delaware Chancery Court voided Elon Musk’s $55.8 billion pay package as CEO of Tesla, ruling that the process leading to the approval of Musk’s Tesla compensation...
View ArticleEarnouts: Pitfalls for the Unwary Seller
Overview In private M&A transactions, earnouts provide sellers with an opportunity to receive one or more post-closing payments upon the achievement of certain financial targets and/or operational...
View ArticleThe Process of Buying or Selling a Business: The Corporate Transparency Act
On January 1, 2024, previously enacted federal legislation called the Corporate Transparency Act (the “CTA”) went into effect. The CTA aims to assist law enforcement in tackling money laundering, tax...
View ArticleThe Process of Buying or Selling a Business: M&A Purchase Agreements
This is a continuation of a series of posts about buying or selling a business targeted to those less familiar with the process. This post provides a high-level overview of the purchase agreement....
View ArticleThe Process of Buying or Selling a Business: A First-Time Seller’s Guide to...
Selling your business is not just about finding a buyer and agreeing on a price. Once the basic terms of the deal are agreed upon in a letter of intent, the buyer will want to sift through your...
View ArticleThe Process of Buying or Selling a Business: A First-Time Buyer’s Guide to...
Due diligence is the buyer’s process of discovering and evaluating information about a seller’s business to confirm that acquiring the seller’s equity or assets is a sound investment. However, the...
View ArticleThe Process of Buying or Selling a Business: M&A Letters of Intent
This article focuses on the memorialization of purchase offers in a letter of intent (“LOI”) in merger and acquisition (“M&A”) transactions. Overview An LOI is a document that is typically used in...
View ArticleThe Process of Buying or Selling a Business: An Introduction to the NDA
In the previous post in our series on the process of buying or selling a business, we focused on providing an overview of the process. In this second post, we will provide an in-depth analysis of the...
View ArticleThe QSBS 5-Year Holding Period and Section 83(b): the Founder’s Perspective
As discussed in our recent QSBS overview, qualified small business stock (“QSBS”) can offer significant tax benefits for founders, advisors, and investors. For high-growth startups, these tax benefits...
View ArticleUnderstanding Qualified Small Business Stock (QSBS)
A Valuable Tax Consideration for Founders and Early Investors One crucial early exercise for founders, entrepreneurs, and early-stage startups, often given limited attention, is considering the...
View ArticleThe Process of Buying or Selling a Business: An Overview
This post was jointly written by Trey H. Woodall and Casey W. Riggs. Buying or selling a business can seem like a daunting task, but understanding the deal process can produce an overall more...
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The Corporate Transparency Act Will Have a Large Impact on Startups
Passed by Congress on Jan. 1, 2021, as part of the National Defense Authorization Act of 2021, the Corporate Transparency Act (the CTA; codified in 31 U.S.C. § 5336) requires certain businesses formed...
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SEC Proposes Overhaul of Cybersecurity Regulations for Private Fund Advisers
On February 9, 2022, the Securities and Exchange Commission (SEC) issued a new proposed rule that would overhaul the cybersecurity regulations for registered investment advisers, registered investment...
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Summary of the SEC’s New Proposed Rules Impacting Private Funds
On February 9, 2022, the Securities and Exchange Commission (SEC) proposed a significant expansion to the regulations covering private funds advisers. The new proposed rules are the most significant...
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The New Integration Framework under the Securities Act Gives Companies...
Previously announced amendments to the Securities and Exchange Commission’s exempt offering rules went into effect on March 15, 2021. As per the SEC, the rule changes are intended to “harmonize,...
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Understanding the Key Features of a Convertible Note Offering
Now that we have considered the principal reasons a startup may choose to issue convertible notes to investors in lieu of selling shares – namely, to raise capital efficiently and without a fixed...
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What is a Private Placement Memorandum?
A Private Placement Memorandum, or “PPM,” is a disclosure document often used in connection with a private offering of securities. It contains a compilation of information about the company issuing...
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SEC Updates Definition of Accredited Investor
On August 26, 2020, the Securities and Exchange Commission (“SEC”) issued a press release indicating that it had adopted amendments to the definition of “accredited investor.” The amendments, among...
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Why Startups Use Convertible Notes
For the past 10 years or so, founders of early-stage startups have been increasingly turning to convertible notes and convertible equity instruments to structure investment rounds, particularly for...
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