Recently, the Delaware Chancery Court ruled on a dispute that heated up between a hedge fund manager and the fund's seed investor. First, a quick summary of the events leading up to the case: A seed investor provided a large…more
Even when a private fund manager is exempt from registration under the Investment Advisers Act of 1940, it must still make a determination whether it is also exempt under state investment adviser regulation. This article surveys…more
Many business owners regularly engage in transactions with their companies. These can include loans, leases, and employment agreements. For the reasons discussed in this post, it is important to prepare legal documentation for…more
Even when a private fund manager is exempt from registration under the Investment Advisers Act of 1940, it must still make a determination whether it is also exempt under state investment adviser regulation. This article surveys…more
Previously, I have written about the advantages and disadvantages of incorporating in Delaware or Nevada as a small business owner. With regards to Delaware, my conclusion was that, for most small companies, the disadvantages…more
Having an effective relationship with your lawyer involves more than just hiring an attorney who is knowledgable and competent. You must also be able to work with your lawyer in a way that gets a deal done while protecting your…more
Even when a private fund manager is exempt from registration under the Investment Advisers Act of 1940, it must still make a determination whether it is also exempt under state investment adviser regulation. This article surveys…more
Even when a private fund manager is exempt from registration under the Investment Advisers Act of 1940, it must still make a determination whether it is also exempt under state investment adviser regulation. This article surveys…more
Previously, I wrote about the pros and cons of incorporating in Delaware as a small business owner. My conclusion was that, for most small companies, the disadvantages outweigh any advantages. In this piece, I'll cover my…more
Recently, I came across an online petition proposing a new "Startup Exemption" to federal securities registration requirements. You can find the petition at this website: www.startupexemption.com. Like many other similar…more
Even when a private fund manager is exempt from registration under the Investment Advisers Act of 1940, it must still make a determination whether it is also exempt under state investment adviser regulation. This article…more
The so-called "friends and family" round is often the first capital raise a new startup will engage in. Many entrepreneurs often go into it without any knowledge of securities laws and as a result, end up violating them,…more
Even when a private fund manager is exempt from registration under the Investment Advisers Act of 1940, it must still make a determination whether it is also exempt under state investment adviser regulation. This article…more
One question I frequently receive from people seeking to start a new business is whether they should incorporate that new business in Delaware. They frequently hear vague notions of the benefits of incorporation in Delaware but…more
Representative David Schweikert (R-AZ) recently introduced a bill called the "Private Company Flexibility and Growth Act," which promises to allow private companies to remain private for a longer period of time. Currently, if…more
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