Shotgun provisions are a common (and often useful) part of many unanimous shareholder agreements (“USAs”). But do you really want one in your USA? What is a shotgun provision? When a shareholder “pulls the trigger” on the shotgun, she sets a price at which she is willing to either sell her shares to the other […]
Unanimous shareholder agreements (“USAs”) contain a whole whack of provisions. For many investors, the most important parts of a USA deal with the purchase and sale of their shares. Pre-emptive rights, rights of first refusal, piggy-back/tag-along rights and drag-along rights are some the most common and significant provisions in any USA and it is critical […]
We help draft loads of unanimous shareholder agreements (“USAs”). However, few clients truly understand how much thought and detail goes into these little stacks of paper and worse still, even fewer understand the importance of having a USA at all. We hope to set that straight. A USA is an agreement between all of the […]
The primary question in every purchase and sale transaction is whether it will occur as a share sale or an asset sale. In a share sale, the shareholder sells its shares of the target corporation and receives the sale proceeds directly. In an asset sale, the target corporation sells its own assets and distributes after-tax […]
Startups, especially ones without much revenue or cash flow, often have difficulty convincing a banks or venture capital firms to give them money. Crowdfunding is an alternative way of funding a business that flips the traditional model of finding funding on its head by obtaining a little bit of capital from a larger number of […]
It’s basically impossible to exaggerate the important of entrepreneurs. They bring originality and variety to our communities. They drive our economies. They’re passionate about what they do. There is something special about entrepreneurs. Earlier this week, Guy Raz, host of the NPR program “How I Built This” – a podcast about the greatest innovators, entrepreneurs, […]
Most business owners fund initial startup costs by dipping into their own bank account or looking to friends and family for support. However, there often comes a point, either on startup or as the business grows, when outside funding is required to pay for ongoing operations and growth. Much like pouring gasoline on a bonfire […]
You spend the weekend painstakingly competing the incorporation forms. You head to the registry in your mask to file them. You take the little number and patiently wait with the other patrons (two meters apart, of course). Finally, your number is called. You pass the forms to the registry agent: “I would like to incorporate, […]
You remember when Dr. Frankenstein brought his terrible creation to life by harnessing bolts of white lightning and pumping the raw current through its cold, lifeless frame? You remember his unhinged elation as he howled “IT’S ALIVE! IT’S ALIVE!”? Yeah – incorporation is nothing like that. Incorporation is the act of bringing a corporation into […]
Vehicles get us where we need to go. Cars, trucks, rickshaws, segways (are those even a thing still?) There are a lot of options out there. But how about a vehicle for your business? No, not that kind of vehicle. We are talking legal vehicles. These are the legal entities that take your business from […]