In a typical bull market, private equity sponsors exit out of portfolio assets through IPOs, strategic sales and sponsor-to-sponsor buyouts. But the 2025 deal market has proven to be neither typical nor robust. Amid tariff uncertainty, higher-than-hoped for interest rates and volatile equity markets, traditional PE exits have slowed to a crawl in 2025.
Against
Your company is invited by a local meetup group to present at demo day with other startups, and you accept. The group announces the demo day lineup of startups in an e-blast, on its website, on its Facebook page and through banner ads on a tech e-zine. On demo day, the room is packed and
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 and competing against you, so you impose restrictive covenants on them with a forfeiture provision.
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 “books and records” and “proper purpose” were not specifically defined in the DGCL.
Over time
Before 2013, issuers were prohibited from using any means of general solicitation or advertising when raising capital in the private markets. The prohibition was perceived by many to be the single biggest impediment to raising capital privately, particularly since it foreclosed the use of perhaps the greatest capital raising tool ever created: the Internet.
That all changed in 2013 when the Securities and Exchange Commission created new Rule 506(c) under the JOBS Act of 2012, which allowed companies for the first time ever to seek investors through general solicitation and advertising without registering with the SEC, so long as they sold only to accredited investors and used reasonable methods to verify accredited investor status.
So what are reasonable methods of verification? It clearly involves something more than what would meet the “reasonable belief” standard for determining accredited investor status for purposes of the 35 non-accredited investor cap for Rule 506(b) offerings, which as a practical matter means self-attestation through an investor questionnaire. That would not fly under Rule 506(c)’s reasonable verification method standard.Continue Reading (Minimum Investment) Size Matters, When it Comes to Rule 506(c) Verification
According to crypto platform Kraken, the aggregate market cap for all meme coins is over $70 billion. Five meme coins would be considered unicorns (market cap over $1 billion) if they were startups. Dogecoin’s market cap is $35 billion. Social media influencers, celebrities and high-profile politicians have either launched their own meme coin or endorsed others, including Caitlyn Jenner (JENNER), Iggy Azalea (MOTHER) and Donald Trump (MAGA). Meme coins are not backed by any real-world assets, not even virtual assets. In fact, many meme coins originate as internet jokes.
Meme coins lack any inherent utility and function primarily as speculative gambling vehicles. Given the speculative nature of meme coins, they tend to experience significant market price volatility.
But are they securities? The answer is generally no, according to a staff statement released by the Securities and Exchange Commission’s Division of Corporation Finance on February 27, 2025. Continue Reading Crypto Collectibles: Meme Coins Deemed Not Securities by SEC Staff
When negotiating convertible notes, parties typically focus on the terms of conversion upon an equity financing, most notably the discount and valuation cap. This is understandable inasmuch as the not-so-hidden secret of convertible notes is that no one wants the notes to ever get paid. The investors are not seeking interest on their investment. The goal is for the company to attract venture capital investors in the near future, do a priced round and then to have the notes convert into that round at a discount.
Not enough attention, however, is paid to what happens upon maturity, assuming a qualified financing, non-qualified financing or corporate transaction has not occurred that would result in conversion prior to maturity. As a general matter, three possible scenarios could occur upon maturity of a convertible note: conversion into common, repayment of the note and extension of the maturity date.
A recent case in Delaware involves a dispute between a company and its convertible note investors over the noteholders’ rights upon maturity. The case serves as a cautionary tale to investors and companies alike as to the importance during the negotiation process of paying close attention to what happens upon maturity. At the risk of getting tedious, the background details are worth reviewing.Continue Reading Beyond the Discount: Why Maturity Terms Matter in Convertible Notes
I’m often asked whether employees should have access to the company’s cap table. The cap table is one of the most sensitive and critical documents in any startup. At its most basic level, it lays out who owns what – founders, investors, employees, consultants. It typically contains information about outstanding shares, convertible instruments, pricing, valuation and ownership dilution. More complex cap tables may include formulas that model out various hypothetical transactions such as new funding rounds, sales of the company or public offerings, and may provide details on the holdings of each individual owner and each individual type of security.
Traditionally, access to the cap table is tightly controlled, with only a select few in the company being privy to its contents. However, as demands are made for more transparency, the question arises as to whether employees should have access to the cap table.Continue Reading Cap Table Confidential: Should Startup Employees Get a Peek?
The Wall Street Journal recently reported that xAI, the artificial intelligence startup founded by Elon Musk, completed a funding round of $5 billion at a pre-money valuation of $45 billion ($50 billion post-money). Rumored to participate in the round according to the Journal were Sequoia Capital, a16z and Valor Equity Partners. One could hardly blame these Silicon Valley heavyweights for wanting to make a big bet on artificial intelligence and Elon Musk’s record of success. But one may wonder whether in their eagerness to do so, they’ve overlooked xAi’s corporate structure as a benefit corporation, which allows it to pursue stated societal goals in addition to purely financial returns.
xAI’s structure as a benefit corporation is noteworthy, but far from unusual for an AI startup. xAI typifies a growing trend of AI startups adopting governance frameworks that prioritize societal impact alongside profit. For example, Anthropic organized as a public benefit corporation with a stated purpose of “the responsible development and maintenance of advanced AI for the long-term benefit of humanity”. Similarly, OpenAI has reportedly adopted plans to restructure itself as a benefit corporation.
So why are AI startups like xAI embracing the benefit corporation structure, and are investors overlooking the risks?Continue Reading From Algorithms to Altruism: Risks and Rewards of xAI’s Benefit Corporation Strategy
I’m often asked by clients whether startups should have a separate stockholders’ agreement among the founders. The answer largely depends on whether they have or will have certain other startup documents in place.
First, some background on stockholders’ agreements. These are contracts entered into by owners of privately held companies to manage the following governance and ownership issues:
Continue Reading Stockholders’ Agreements for Startups: When to Sign, When to Skip