In late September 2025, the Trump administration announced a dramatic hike in the fee employers must pay when filing new H-1B visa applications from a range of $2,000-$5,000 up to $100,000 per new application. The increased fee is being called a talent tariff by some startup founders and critics of the new policy generally. Tariffs
Super-Apps, Self-Custody and Safe Harbors: SEC’s New Crypto Playbook
For years, the SEC has been painted as the cop on the beat when it comes to crypto, more likely to file an enforcement action than to roll out the welcome mat. But SEC Chairman Paul Atkins’ announcement this summer of a new “Project Crypto” initiative is the latest and clearest signal that there’s a
Private Equity’s Plan B: Navigating the Exit Drought with Continuation Funds
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
Pitch Perfect: Demo Days, General Solicitation and the HALOS Act of 2025
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
The Forfeited Equity Trap: Why Your Non-Compete Might Be Worthless
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.
DExit Strategy: Delaware’s Books and Records Reset
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
(Minimum Investment) Size Matters, When it Comes to Rule 506(c) Verification
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
Crypto Collectibles: Meme Coins Deemed Not Securities by SEC Staff
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
Beyond the Discount: Why Maturity Terms Matter in Convertible Notes
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
Cap Table Confidential: Should Startup Employees Get a Peek?
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?