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I’m currently working on a transaction with a highly disorganized seller, and I must say, I’m glad we haven’t signed the definitive agreement yet. Basic
On the sell side, the first draft of your deal outcome is written before diligence starts. Once buyers engage, the questions are predictable: ownership, approvals,
Not every sponsor-led investment needs a full GP/LP fund structure. For single deals, small pools of investors, or situations where active management is central to
In many venture rounds, companies set a minimum check size for investors. Sometimes that’s purely practical: fewer parties, fewer signatures, cleaner communications, and less administrative
In priced rounds, protective provisions for holders of preferred stock are standard. That’s expected. The baseline items—future equity financings, material debt, and a sale or
In a Series A financing, the lead investor’s focus is usually as much on the valuation as it is on the rights that come with
“Ordinary course of business” shows up everywhere. It’s in operating agreements, stock purchase agreements, credit documents, consent rights, covenants, earnouts, and interim operating covenants between
Transfer restrictions are a core feature of closely held companies. Founders, investors, and minority owners rarely want unrestricted transfers that introduce unknown or misaligned owners.
Not every investment vehicle ends with a sale, a merger, or a clean cash exit. Sometimes the most practical—and least disruptive—way to wind down a
As companies grow, bring in investors, and restructure ownership, founders often hear the same question from counsel and investors: “Does this belong in the Certificate
