When SAFE is Stock: Implications of Series SAFE Preferred

By Alon Y. Kapen on February 10, 2026

Posted in angel investing, books and records, cap table, capitalization, convertible note, exit, non-voting, preferred stock, QSBS, Qualified Small Business Stock, SAFE, Series SAFE, valuation caps

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…

DExit Strategy: Delaware’s Books and Records Reset

By Alon Y. Kapen on May 5, 2025

Posted in books and records, Delaware, inspection rights, Section 220

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…