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Alon Y. Kapen is a corporate transactional lawyer representing entrepreneurs, emerging growth companies, and early-stage investors. He is also a trusted advisor to mature companies in connection with sophisticated business transactions.

 

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

The National Venture Capital Association’s October 2025 update to its model stock purchase agreement didn’t make headlines outside the venture bar, but it quietly did something meaningful: it formally incorporated tranched financing mechanics into the model documents. That might sound like a technical tweak, but it’s actually a recognition of how common milestone-based investments have

In a recent decision, the Court of Chancery of the State of Delaware addressed a dispute at a private Delaware corporation concerning the removal of two officers by the board under a notice of board meeting that the court found misleading. The case underscores the importance of fair notice, board process transparency and the interplay

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