Earnouts are often described as a way to bridge a valuation gap. But they can just as easily turn into a bridge to the courthouse. The Delaware Court of Chancery’s September 30, 2026 post-trial opinion in ACON Igloo Holdings, LLC
If you’ve raised a pre-seed or seed round in the past few years, you likely did it through a SAFE (Simple Agreement for Future Equity). And if the early investor pushed back on your valuation cap, or you didn’t want
If you’ve closed a deal in the past year, there’s a good chance your outside counsel, your counterparty’s advisors or maybe your own team used an AI tool to review part of the data room.
The appeal is obvious. A
If you are company counsel advising an early-stage startup, the recent judgment in Gregg v. Cooley LLP should give you pause. On July 27, 2026, the Superior Court of New Jersey entered a judgment of over $25 million against Cooley
If you’ve spent any time around startup equity, you’ve probably heard someone describe the standard 90-day post-termination exercise window as a “trap for the well-meaning employee”. That is a little dramatic, but not entirely wrong. When an employee leaves the
Having counseled investors through dozens of venture transactions in New York and beyond, I can say with confidence that due diligence isn’t a checkbox exercise. It’s the process of stress-testing every material assertion made during the fundraising process and, just
If you’re on the management team of a Delaware corporation or serve as general counsel to one, it’s only a matter of time before a stockholder shows up with a books and records demand under Section 220 of the Delaware
Most ECVC lawyers can recite from memory the basic architecture of venture anti-dilution protection. The standard NVCA formulation adjusts downward the conversion price of preferred stock when the company issues additional equity at a lower price, subject to a familiar
Imagine you’re a private equity firm. You buy a company, and you want to retain and incentivize key employees, so you give them some equity in the form of incentive units. You also want to prevent them from running off
Stockholders of Delaware corporations for many years have had the right to examine stock ledgers, stockholder lists and “books and records” for a “proper purpose” under Section 220 of the Delaware General Corporation Law. Until recently, however, the concepts of
