Author Info for Mintz Edge

Michael Arnold

Board Warns Employers to Pare Back Overbroad Non-Disparagement and Confidentiality Provisions in Severance Agreements

Severance agreements offered to non-supervisory employees that include broad-based non-disparagement and confidentiality provisions are unlawful according to the National Labor Relations Board. The Board’s decision in McLaren…more

Confidentiality Agreements, Contract Terms, Hiring & Firing, NLRA, NLRB

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Sebastian Bacon

COVID-19 and Down-Round Financings

Although no one can predict the long-term economic impact of COVID-19, early indications show similarities to the last significant economic downturn that started in 2008. During that period, venture capital investment decreased…more

Breach of Duty, Capital Raising, Corporate Financing, Economic Downturn, Entire Fairness Standard

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Gregg Benson

Considering Converting an LLC into a Corporation? Here are the Section 1202 Issues You Should be Thinking About

A common question we receive from founders is whether to organize their start-up business as a corporation or as an LLC. While there are many non-tax related factors that need to be considered, this is often (at least in part)…more

Business Strategies, K-1, Limited Liability Company (LLC), Qualified Small Business Stock, Risk Assessment

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Michael Bill

Founder’s Stock – a Legal Fiction

In common usage, a founder is an individual who creates or helps create a company, but in legal terms, there is no such thing as a “founder” or “founder’s stock,” only early participants in a company’s organization and ownership…more

Board of Directors, Business Ownership, Certificates of Incorporation, Common Stock, Fair Market Value

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Marine Bouaziz

VC Funds Warehousing Investments: Traps for the Unwary

One of the challenges facing venture capital firms is how to handle investments in portfolio companies prior to the initial close (“Initial Close”) of a new fund (“New Fund”). Typically, the investment advisor (“VC Advisor”), or…more

C-Corporation, Capital Raising, Exemptions, Investment, Investment Adviser

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Flora Brookfield

Issues in Chinese Foreign Direct Investment in U.S. Early Stage Biotechnology Companies

There has been a marked increase in the amount of money being invested by Chinese investors into U.S. early stage biotechnology companies since 2017, spurred on by direct encouragement from Beijing through its Made in China 2025…more

Acquisitions, Biotechnology, CFIUS, China, Federal Pilot Programs

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Christopher Buontempo

And Now There Are Three…. The Colorado Privacy Act

Colorado has now joined California and Virginia to become the third US state to pass a comprehensive data privacy legislation when Governor Jared Polis signed the Colorado Privacy Act (the “CPA”) into law on July 8, 2021. The…more

California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), CDPA, Colorado, COPPA

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Delaney Busch

Board Warns Employers to Pare Back Overbroad Non-Disparagement and Confidentiality Provisions in Severance Agreements

Severance agreements offered to non-supervisory employees that include broad-based non-disparagement and confidentiality provisions are unlawful according to the National Labor Relations Board. The Board’s decision in McLaren…more

Confidentiality Agreements, Contract Terms, Hiring & Firing, NLRA, NLRB

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William Bussiere, Jr.

Waivers Of Obligations And Deadlines Under The Investors’ Rights Agreement

When a company’s founders agree to take on a sizable venture capital investment for the first time, they can be shocked by the volume of paper generated to memorialize the relationship between the company and its investors. A…more

Deadlines, Financial Statements, Purchase Agreement, Venture Capital, Waivers

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Alexander Civetta

Six Common Contract Traps: A Field Guide

The situation is a common one. Your company is in the midst of a sales process with a potential customer, and the business principals have decided on the core order form terms — pricing, term, services specifics, and the…more

Audits, Exclusivity, Master Service Agreement, Most-Favored Nations, Pricing

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Susan Cohen

Obama’s parting gift to foreign entrepreneurs: A new way to stay in the U.S.

Back in 2014, when it was clear that Congress was not going to pass bipartisan immigration reform, President Obama vowed to take whatever steps he could, short of legislation, to advance his immigration agenda, including making…more

Barack Obama, Entrepreneurs, Immigration Reform, USCIS

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Daniel DeWolf

VC Funds Warehousing Investments: Traps for the Unwary

One of the challenges facing venture capital firms is how to handle investments in portfolio companies prior to the initial close (“Initial Close”) of a new fund (“New Fund”). Typically, the investment advisor (“VC Advisor”), or…more

C-Corporation, Capital Raising, Exemptions, Investment, Investment Adviser

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Samuel Asher Effron

New York State Offers Matching Investment Funds for Qualified Early Stage Start-Ups

On January 5, 2023, New York Governor Kathy Hochul announced the establishment of a new initiative to match up to $30 million in funding received by early stage companies operating in New York. The Pre-Seed and Seed Matching…more

Equity Securities, Investment, New York, Small Business, Startups

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Garrett Galvin

Management Carve-Out Plans

A company may find itself in a position to sell for a variety of reasons: a sale may be necessary to continue its growth, a potential buyer made an offer too good to pass up, or the owners are simply looking towards their next…more

Board of Directors, Buy-In Agreements, Carve Out Provisions, Earn-Outs, Fiduciary Duty

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Steve Ganis

New for 2024: Compliance with the Corporate Transparency Act Necessary for Many Mintz Client

Clients with Limited Liability Companies, Corporations, and Other Entities Likely Impacted - Reporting requirements under the Corporate Transparency Act (CTA) are in effect beginning January 1, 2024. Under the CTA, many…more

Compliance, Corporate Transparency Act, Financial Institutions, FinCEN, Money Laundering

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Daniel Gaquin

New for 2024: Compliance with the Corporate Transparency Act Necessary for Many Mintz Client

Clients with Limited Liability Companies, Corporations, and Other Entities Likely Impacted - Reporting requirements under the Corporate Transparency Act (CTA) are in effect beginning January 1, 2024. Under the CTA, many…more

Compliance, Corporate Transparency Act, Financial Institutions, FinCEN, Money Laundering

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Matthew Gardella

Delaware Supreme Court Upholds Advance Waiver Of Statutory Appraisal Rights

The Delaware Supreme Court recently decided that an agreement (sometimes referred to as a “drag along”) to waive prospectively statutory appraisal rights is fully enforceable against the common stockholders who made such…more

Appeals, Appraisal Rights, DE Supreme Court, Investment, Investors

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Lewis Geffen

CAUTION: Director Veto Rights in Financing Documents May Constitute “Disproportionate Voting”

Section 141(d) of the Delaware General Corporations Law (DGCL) allows the certificate of incorporation (COI) of a Delaware corporation to confer upon one or more directors voting powers greater than or less than those of other…more

Certificates of Incorporation, Corporate Governance, D&O Insurance, Delaware General Corporation Law, Individual Retirement Account (IRA)

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Jeremy Glaser

Benefits and Legal Risks of Embracing Generative AI Applications

We are currently witnessing an AI revolution, and an unprecedented AI arms race among Big Tech over the incorporation of AI into their search engines and chatbot capabilities. Most notably, ChatGPT has been dominating news…more

Algorithms, Artificial Intelligence, Data Breach, Data Privacy, Data Protection

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Michael Goldberg

FinCen Publishes Final Rule on Beneficial Ownership Requirements - a Critical Step Towards Heightened Transparency in U.S. Financial System

On January 1, 2021, Congress passed the Corporate Transparency Act (“CTA” or the “Act”) to “better enable critical national security, intelligence and law enforcement efforts to counter money laundering, financing of terrorism,…more

Advanced Notice of Proposed Rulemaking (ANPRM), Beneficial Owner, Certification Requirements, Corporate Transparency Act, Exemptions

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Roman Gorokhov

Extending for Success: The Rising Trend of Extension Rounds and the Importance of Due Diligence

Venture capital investment in United States startups is projected to decline in 2022 by over one-third from 2021 levels. And while down rounds remain infrequent relative to historical trends, there has been a notable upward tick…more

Due Diligence, Financing, Information Blocking Rules, Investment, Startups

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Daniel Guggenheim

New for 2024: Compliance with the Corporate Transparency Act Necessary for Many Mintz Client

Clients with Limited Liability Companies, Corporations, and Other Entities Likely Impacted - Reporting requirements under the Corporate Transparency Act (CTA) are in effect beginning January 1, 2024. Under the CTA, many…more

Compliance, Corporate Transparency Act, Financial Institutions, FinCEN, Money Laundering

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Cameron Hagen

Crowdfunding Considerations For Early Stage Companies

The Securities and Exchange Commission (the “SEC”) amended and expanded its capital raising rules for Regulation Crowdfunding (“Regulation CF”) in November 2020, effective in March 2021, to increase the amount that a company can…more

Crowdfunding, Disclosure Requirements, Investors, Offerings, Resales Agreements

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Douglas Hauer

Parole for Entrepreneurs

At MintzEdge, we are already thinking about how a recent immigration law development may help our clients grow their ventures. The United States Citizenship and Immigration Services (USCIS) recently announced a new rule for…more

Department of Homeland Security (DHS), E-2, Entrepreneurs, H-1B, Parole

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Kevin Hiraki

California Assembly Passes Sweeping Age-Appropriate Privacy Legislation

California is leading the way on privacy regulation --- again. The California State Assembly has passed AB 2273, which, if approved by the California Governor, would require businesses that provide online services, products,…more

California, Civil Monetary Penalty, COPPA, Injunctive Relief, Privacy Laws

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Ilse Johnson

New York City Offers Up To $20 Million To Projects Selected From Life Sciences Innovation Infrastructure RFP

The New York City Economic Development Corporation (the “NYCEDC”) is seeking proposals from not-for-profit organizations and not-for-profit/for-profit joint ventures to support New York City’s life sciences community…more

Filing Deadlines, Infrastructure, Innovation, Life Sciences, New York

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Kenneth Koch

FinCen Publishes Final Rule on Beneficial Ownership Requirements - a Critical Step Towards Heightened Transparency in U.S. Financial System

On January 1, 2021, Congress passed the Corporate Transparency Act (“CTA” or the “Act”) to “better enable critical national security, intelligence and law enforcement efforts to counter money laundering, financing of terrorism,…more

Advanced Notice of Proposed Rulemaking (ANPRM), Beneficial Owner, Certification Requirements, Corporate Transparency Act, Exemptions

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Brian Lam

How to Leverage Privacy as a Key Competitive Advantage

“Privacy by design” – while not a new concept – is certainly enjoying a new spot in the sunshine thanks to the European Union’s General Data Protection Regulation (“GDPR”) (50 days and counting…) and its codification of “privacy…more

Cybersecurity, Data Breach, Data Processors, Data Protection, Data Protection Officers (DPOs)

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Cynthia Larose

California Assembly Passes Sweeping Age-Appropriate Privacy Legislation

California is leading the way on privacy regulation --- again. The California State Assembly has passed AB 2273, which, if approved by the California Governor, would require businesses that provide online services, products,…more

California, Civil Monetary Penalty, COPPA, Injunctive Relief, Privacy Laws

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Adam Lenain

Key Considerations for Adopting Ephemeral Communications Tools

The combination of emerging technologies, information security risks and electronic discovery obligations continues to give rise to questions regarding best practices for adoption of modern ephemeral communication tools in lieu…more

Data Storage Providers, Discovery Costs, Duty to Preserve, Electronically Stored Information, Emerging Technology Companies

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Daniel Lerner

Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters

Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers…more

Board of Directors, Breach of Duty, Class Action, Corporate Counsel, Corporate Officers

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Tanya Leykekhman

An Employee or an Independent Contractor?

The distinction between employees and independent contractors is often overlooked by emerging companies. However, the significance of this distinction in New York State cannot be overstated. As discussed further below, a…more

Employee Benefits, Employee Definition, Employer Liability Issues, Hiring & Firing, Independent Contractors

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Sebastian Lucier

Insight: Important Matters to Consider When Facing a Possible Down Round Financing

The financial press has been reporting that investors are concerned that the United States economy may be heading toward a recession. In light of this and other factors creating uncertainty in the financial markets, investors…more

Breach of Duty, Debt Financing, Down Rounds, Fiduciary Duty, Financing

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Bertie Magit

Do You Have the Rights? How to Maintain Investor Confidence When Using Third-party Intellectual Property

Imagine the following scenario: You, as the founder of a business, have spent the past three years building your company. You have been bootstrapping until now, but the company is at a crossroads and in order to grow the…more

Carve Out Provisions, Confidential Information, Copyright, Intellectual Property Protection, Investors

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Marc Mantell

Preparing for an Exit: Selling Your Robotics Company

Robots are everywhere. Healthcare, logistics, manufacturing and other critical areas of the economy are being redefined by the robotics and artificial intelligence advances of today’s technology entrepreneurs. With this…more

Artificial Intelligence, Confidential Information, Drones, Emerging Technology Companies, Federal Acquisition Regulations (FAR)

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John Monts

Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters

Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers…more

Board of Directors, Breach of Duty, Class Action, Corporate Counsel, Corporate Officers

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Jacob Neumark

Managing Multiple Bidders in the Sale of a Company

When selling a company through a competitive auction process, a seller may have multiple bidders seeking to purchase the target company. Having multiple bidders compete to purchase the target company can be advantageous to the…more

Auction, Buyers, Due Diligence, Purchase Agreement, Sellers

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William Perkins

New for 2024: Compliance with the Corporate Transparency Act Necessary for Many Mintz Client

Clients with Limited Liability Companies, Corporations, and Other Entities Likely Impacted - Reporting requirements under the Corporate Transparency Act (CTA) are in effect beginning January 1, 2024. Under the CTA, many…more

Compliance, Corporate Transparency Act, Financial Institutions, FinCEN, Money Laundering

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Evan Piercey

Board Warns Employers to Pare Back Overbroad Non-Disparagement and Confidentiality Provisions in Severance Agreements

Severance agreements offered to non-supervisory employees that include broad-based non-disparagement and confidentiality provisions are unlawful according to the National Labor Relations Board. The Board’s decision in McLaren…more

Confidentiality Agreements, Contract Terms, Hiring & Firing, NLRA, NLRB

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Scott Pinarchick

LLCs and Convertible Debt – Too Good to be True?

Founders choosing a structure for their business are often drawn to the limited liability company, or LLC, for its overall flexibility in both taxation and governance matters. And founders seeking access to early capital, not to…more

Business Ownership, C-Corporation, Capital Gains, Convertible Debt, Corporate Governance

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Natalie Prescott

FinTech Companies Face Big Privacy Challenges in 2016

According to the FBI, “there are only two types of companies: those that have been hacked and those that will be.” It does not take an actual data breach, however, for a company to be liable for its data security practices. In…more

Consumer Financial Protection Bureau (CFPB), Cybersecurity, Data Breach, Data Collection, Data Privacy

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Talia Primor

VC Funds Warehousing Investments: Traps for the Unwary

One of the challenges facing venture capital firms is how to handle investments in portfolio companies prior to the initial close (“Initial Close”) of a new fund (“New Fund”). Typically, the investment advisor (“VC Advisor”), or…more

C-Corporation, Capital Raising, Exemptions, Investment, Investment Adviser

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Jennifer Rubin

Corporate Boards' Role In Workplace Vaccine Mandates

Mandatory workplace COVID-19 vaccination is becoming an accepted and necessary measure to protect employee health and safety. Given the importance of the employee stakeholder to the corporate mission, and the board's obligation…more

Board of Directors, Centers for Disease Control and Prevention (CDC), Compliance, Coronavirus/COVID-19, Employer Mandates

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David Salamon

Considering Converting an LLC into a Corporation? Here are the Section 1202 Issues You Should be Thinking About

A common question we receive from founders is whether to organize their start-up business as a corporation or as an LLC. While there are many non-tax related factors that need to be considered, this is often (at least in part)…more

Business Strategies, K-1, Limited Liability Company (LLC), Qualified Small Business Stock, Risk Assessment

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Alexander Song

New York City Bans Salary History Inquiries

In accordance with a new regulation that took effect on October 31st, 2017, New York City employers are now prohibited from inquiring about or relying on salary history during the hiring process. This ban makes it an unlawful…more

Ban the Box, Employer Liability Issues, Equal Pay, Job Applicants, Local Ordinance

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Benjamin Stone

Can I Raise Venture Capital as a Public Benefit Corporation?

As societies and markets increasingly insist that corporations generate positive social impact alongside profit, investors have taken notice. The global impact investing market alone, for instance, doubled from $114 billion in…more

Business Development, Business Formation, C-Corporation, Entrepreneurs, Public Benefit Corporation

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Maarten Tuurenhout

Managing Multiple Bidders in the Sale of a Company

When selling a company through a competitive auction process, a seller may have multiple bidders seeking to purchase the target company. Having multiple bidders compete to purchase the target company can be advantageous to the…more

Auction, Buyers, Due Diligence, Purchase Agreement, Sellers

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Kaitlin Zellner

Is Your Commercial Co-Venture in Compliance in all 50 States?

Commercial co-venture arrangements are a great way to blend philanthropy and commercial activities, but the parties in such an arrangement need to be mindful of the rules in each of the 50 states that govern commercial…more

Charitable Donations, Charitable Organizations, Co-Ventures, Commercial Co-Ventures (CCVs), Filing Requirements

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