Most startups don’t have the need to wrestle with the problem of having too much cash. Usually, quite the opposite is true – they have too little. To compensate for this lack of cash, startups may try to pay employees and contractors (“service providers”) using equity incentives instead of cash. For example, let’s say a… View Article
Startups generally have an idea, connections, or talent, or some combination thereof. To be sure, there are plenty of startups out there doing what everyone else is doing – another landscaping company, another food truck, etc. But there are plenty of startups that are experimenting with disruption and “something different.” These latter startups have greater… View Article
When I was younger, I believed letters of intent were a waste of time. I would say “just give me a purchase agreement with all of the proposed terms so we know the full scope of the deal.” I’ve since come to realize that a comprehensive letter of intent or “LOI” is a great way… View Article
Almost every state in the United States has a data breach notification statute. Minnesota created data breach notification statutes some time ago, which provide, in part:Any person or business that conducts business in [Minnesota], and that owns or licenses data that includes personal information, shall disclose any breach of the security of the system following… View Article
The new version 3.1 of the PCI Data Security Standard (“PCI DSS”) is now available and provides clarifications and guidance on a number of PCI DSS requirements. For example, Secure Sockets Layer (SSL) and Transport Layer Security (TLS) are no longer considered strong cryptography and cannot be used for new implementations and cannot be used… View Article
Essentially a “cap table” is a list of a company’s securities (in the form of stocks, warrants, options, etc.) and the holders of such securities. At the most basic level, a cap table shows who has an ownership interest in, or rights to an ownership interest in, the company. Many cap tables provide further detail… View Article
In light of the well-known costs of litigation, personal exposure to debts and various liabilities, and myriad statutory, administrative and other laws to comply with, why do so many sole proprietorships and general partnerships still exist? Because of the relatively low cost of forming an LLC or corporation when compared to the potential risks, the… View Article
The age of “Big Data” is upon us. Big data is essentially a catch-phrase used to describe massive amounts of data (in one or more types or forms, and in varying varieties, complexities and velocities), that is so large as to be difficult to process or use efficiently. The concept of big data is relevant… View Article
Whether a strategic buyer, a private equity investor or another type of purchaser, most buyers prefer to avoid risk. So much so, that most buyers will pay a premium if the equity or assets they are purchasing don’t come with excessive legal baggage, liability, or other risks.Many business owners have given extremely large amounts of… View Article
Buyers, investors, and underwriters. What do these three groups have in common? They all generally engage in pre-transaction diligence before moving forward with a transaction (e.g. purchase, investment, IPO, etc.) to ensure that there are no weird or non-market terms in organizational documents or other issues that may throw a wrench in the deal or… View Article
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