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 company, the default rules governing most option plans give them a short runway, typically 90
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 as importantly, surfacing the risks that never made it into the deck.
What follows is
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 General Corporation Law (“DGCL”). What used to be a relatively obscure procedural tool has become
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 list of “Exempt Securities.”
In straightforward scenarios where it’s clear what the price of that
A recent March 20, 2026 letter decision from the Delaware Court of Chancery in Gary T. Turner v. Lam Research Corporation is a stark illustration of how unforgiving Delaware courts can be when stockholders sit on their rights. For venture-backed companies and their stockholders, the case underscores a simple but critical point: stock ownership rights
For founders and executives at venture-backed startups, equity is often the centerpiece of compensation – and the primary driver of long-term wealth. But unlike cash compensation, that equity is typically illiquid for years. Outside of an IPO or a sale of the company, opportunities to turn shares into cash are limited, tightly controlled and often
In June 2025, New York Venture Hub published “The Forfeited Equity Trap: Why Your Non-Compete Might Be Worthless”. In that post, I blogged that the Delaware Court of Chancery’s decision in North American Fire Ultimate Holdings, LP v. Doorly served as a cautionary tale that an equity-based non-compete could become unenforceable if the equity
Early-stage startup financings have long reflected a tension between transactional efficiency and legal precision. Instruments such as convertible notes and SAFEs were developed to reduce cost and execution time at the seed stage, but they do so by deferring, and often obscuring, important questions of corporate law, investor rights and tax treatment. A new financing
Special purpose vehicles were always the sort of tool investors used only occasionally, in special circumstances. A hot deal. A founder who didn’t want 100 angels on the cap table. A one-off opportunity that didn’t quite fit inside a fund’s mandate. SPVs were the exception.
In 2025, they stopped being that. As Forbes put it