The SEC’s Office of the Advocate for Small Business Capital Formation (OASB) recently published a data-packed report that spotlights the ways smaller companies are getting capital as they grow from startups to public...more
Family offices are increasingly turning to private secondary market transactions to gain exposure to sought-after companies in technology, artificial intelligence, fintech, and other alternative investment sectors. These...more
Late-stage private companies sometimes ask us about the “500 stockholder rule” (or the “2,000 stockholder rule”) and whether they should be concerned about it. Companies subject to US securities laws may have special...more
As the U.S. government takes multibillion-dollar stakes in private companies and steers capital in other ways unprecedented outside of wartime, should companies be worried or opportunistic?...more
Tax-efficient UK Enterprise Management Incentive (EMI) options have for a long time been restricted to smaller “startup” companies. The UK Budget announced three key changes to the EMI regime, allowing larger companies to...more
Wilson Sonsini is pleased to present the Q3 2025 edition of The Entrepreneurs Report. We’ve compiled a range of data on venture, convertible note, and SAFE financing transactions in which the firm was involved during the...more
The High Court has looked at whether the obligation to pay for shares under a put option was conditional on certain documentation being provided or whether the obligation to pay and provide documents were interdependent. The...more
Stock options issued by US-based startups typically allow the optionee to exercise the option within three months (or shorter) after a termination of employment not involving death or disability. Companies often ask us about...more
* [co-authors: Dan Carter, and Jason Carter] Companies that “go public” through nontraditional means—i.e., without an initial public offering (IPO) listed on a national securities exchange—face significant challenges to...more
C Corp - Imagine a closely held and growing start-up business (“Corp”) that was recently incorporated under state law and, so, is treated as a regular C corporation for purposes of the federal income tax. Thus, Corp will pay...more
The Financial Conduct Authority (FCA) has released its final rules regarding the Private Intermittent Securities and Capital Exchange System (known as PISCES), the new platform designed to host intermittent secondary trading...more
One of the thorniest issues private company owners and minority investors may be required to confront in going through a business divorce is determining the value of the minority interest being purchased. It is not unusual...more
On 10 June 2025, the FCA unveiled its final proposals for the Private Intermittent Securities and Capital Exchange System (PISCES), following a comprehensive consultation process. The proposals mark a significant step in the...more
HM Treasury published on 15 May 2025 the legal framework which will govern the establishment and operation of the Private Intermittent Securities and Capital Exchange System (PISCES), a new type of intermittent private...more
Investments in private companies should continue to flourish in 2025 in light of the revenue and EBITDA growth they delivered this year, and this rosy financial outlook is also confirmed by company leaders. According to a...more
Majority owners of private companies are empowered to exercise control over their businesses, but if they disregard the valid concerns of their minority partners, they may sow the seeds for a divisive business divorce in the...more
In its consultation response, the government notes that the proposal to establish a PISCES Sandbox was well received as an appropriate way to develop and test this new regulatory regime. The government confirms that it will...more
Money talks when the majority owners of private companies add new business partners who contribute additional capital. When these investors are high-powered PE firms or high-profile companies, with large balance sheets and...more
Fast-growing private companies are exciting to observe as outsiders, but on the inside the company founder has the challenge of securing enough capital to fuel the rapid growth of the business. The company’s continuous need...more
Conflicts between co-owners in private companies are common, but the vast majority are worked out through dialogue and negotiation. When these internal conflicts cannot be resolved, however, minority investors may file suit...more
Spin-offs have become increasingly popular with innovative companies as a method of unlocking shareholder value, but the transaction is not always tax-free, particularly for international employees holding equity awards or...more
When divorcing couples hold ownership interests in private companies as part of their marital estate, they will have to address a number of business issues related to these interests in their divorce settlement. Planning...more
Hindsight can be a wonderful thing, especially if hard-earned lessons are adopted by others who are willing to learn from past mistakes. When private company owners and investors share with me some of the wisdom they have...more
Business owners of private companies invest huge amounts of time and resources in their business, which may include the bulk of their financial capital. For owners who do not want most of their net worth to remain tied up in...more
Private company owners strive for success but getting there is not an easy or straight path. I have been working closely with business owners now for more than 40 years, and I have been reflecting on the key character traits...more