Topics 4(a)(1-1/2) Good Choice: Important Capital Formation Reforms in Financial CHOICE Act of 2017 Passed by HouseNew Investor Exit Strategy Buried in Highway Bill accelerated filer "Third Time's a Charm": House Adopts JOBS Act 3.0 to Fix Earlier Capital Raising Reform EffortsSEC Expands Eligibility for Scaled Disclosure; Signals Possible Auditor Attestation Relief accredited investors Pitch Perfect: Demo Days, General Solicitation and the HALOS Act of 2025(Minimum Investment) Size Matters, When it Comes to Rule 506(c) Verification acquisitions Too Big to Waive? 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Delaware Court Invalidates Stockholder Agreement Provisions that Encroach on Board Authority Corporate Transparency Act Corporate Transparency Act Risks for Startups and Venture-Backed Companies corporate VC How Corporate Venture Capital Differs covenants “So What?”: Twitter Resists Merger Agreement Termination by Invoking Musk’s Unclean HandsMay Elon Musk Terminate his Merger Agreement with Twitter over Spambots? COVID-19 Inside the Merger Agreement between Elon Musk and TwitterCourse Correction: Why "Ordinary Course" Covenants in Acquisition Agreements Should be Drafted Carefully cram down “Whoever has the Gold, (Once Again) Makes the Rules”: VC Deal Terms Likely to be More Investor Favorable Crowdfunding Revenue Participation Rights as a Crowdfunding Instrument AlternativeSecurities Safety Check for New TV Series "Unicorn Hunters" cryptocurrency Crypto Collectibles: Meme Coins Deemed Not Securities by SEC StaffFTX, Sam Bankman-Fried and the Risk of Unchecked Founder Control de-SPAC Comments from the SEC(nut) Gallery: SEC Comment Letters Focus on SPAC Conflicts of Interest decentralized Crypto Reform Goes to Congress: Proposed Three-Year Safe Harbor for Distribution of Pre-“Network Maturity” Digital TokensSEC vs. Ripple Could Make Waves in Cryptocurrency Market decimalization Power Lyfting: Lyft IPO is Latest in Trend Giving Founders Disproportionate Voting Power"Third Time's a Charm": House Adopts JOBS Act 3.0 to Fix Earlier Capital Raising Reform Efforts defective corporate act What Can't be Cured, Must be Endured: Delaware Limits Defective Corporate Act Ratification Delaware The Forfeited Equity Trap: Why Your Non-Compete Might Be WorthlessDExit Strategy: Delaware's Books and Records Reset demo day Pitch Perfect: Demo Days, General Solicitation and the HALOS Act of 2025Why Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze digital assets Crypto Collectibles: Meme Coins Deemed Not Securities by SEC StaffSEC’s First Two NFT Enforcement Actions Cast Shadow of Ambiguity digital token Crypto Collectibles: Meme Coins Deemed Not Securities by SEC StaffParting the Crypto Sea: Ripple’s XRP Ruled to be a Security When Sold to Private Investors, But Not When Sold on an Exchange dilution Cap Table Confidential: Should Startup Employees Get a Peek?Bumpy Ride Ahead for Startups After Silicon Valley Bank Crash directors Stockholders’ Agreements for Startups: When to Sign, When to SkipStay in Your Lane! 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Enforceability of Drag-Along Covenants Not-to-Sue dual-class Power Lyfting: Lyft IPO is Latest in Trend Giving Founders Disproportionate Voting Power due diligence “Do Your Homework!”: SEC Order Sends Strong Message to SPAC Participants on Due Diligence Elon Musk From Algorithms to Altruism: Risks and Rewards of xAI's Benefit Corporation Strategy“So What?”: Twitter Resists Merger Agreement Termination by Invoking Musk’s Unclean Hands emerging growth company SEC Reporting Companies Now Regulation A+ Eligible"Third Time's a Charm": House Adopts JOBS Act 3.0 to Fix Earlier Capital Raising Reform Efforts entire fairness Out of Control! 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Enforceability of Drag-Along Covenants Not-to-SuePush to Facilitate Liquidity in Private Companies exit strategy; resale exemption; 4(a)(1-1/2) Good Choice: Important Capital Formation Reforms in Financial CHOICE Act of 2017 Passed by House2016 Trends in Convertible Note Deal Terms FAST Act SEC Exempt Offering Concept Release Seeks Comment on Ideas to Ease Restrictions on Sales to Non-Accredited InvestorsNew Investor Exit Strategy Buried in Highway Bill Federal Trick or Treat? SEC Adopts Controversial Crowdfunding Rules“It’s Complicated”: Establishing “Preexisting Relationships” with Prospective Investors Federal Trade Commission FTC Ban on Non-Competes: Throwing the Baby Out with the BathwaterRIP Non-Competes? fiduciary duties From Algorithms to Altruism: Risks and Rewards of xAI's Benefit Corporation StrategyManagement and Common Stockholder Resistance to Acquisitions, and Using Carve-Outs to Overcome It Financial Choice Act of 2017 Do Private Company M&A Intermediaries Need to Register with the SEC as Broker-Dealers? financial statements Founder Fraud Case Study: Roundtrip Contracts and Other Revenue Recognition Schemes finder Making Finders Keepers: Unregistered Broker-Dealers and the Need for ReformWhy Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze Fix Crowdfunding Act Good Choice: Important Capital Formation Reforms in Financial CHOICE Act of 2017 Passed by HouseThe JOBS Act at Five: Congressional Hearing Highlights Need for Further Reform forfeiture The Forfeited Equity Trap: Why Your Non-Compete Might Be Worthless Form S-3 SEC Reporting Companies Soon to be Regulation A+ Eligible founders Stockholders’ Agreements for Startups: When to Sign, When to SkipOut of Control! 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Investment Advisers Act Proposed Reform of Venture Capital Fund Advisor Exemption Will Boost Startup Investment and Founder Liquidity investment contract Crypto Collectibles: Meme Coins Deemed Not Securities by SEC StaffParting the Crypto Sea: Ripple’s XRP Ruled to be a Security When Sold to Private Investors, But Not When Sold on an Exchange IPOs Venture Capital Set Records in 2021, Faces Headwinds in ’22WeWork, SoftBank and Anti-Dilution Protection JOBS Act (Minimum Investment) Size Matters, When it Comes to Rule 506(c) VerificationExempt Offering Amendments Deeper Dive, Part One: Higher Offering Caps KISS Seed Round Model Structures, Part II: Convertible Notes, KISSes and SAFEs limited liability Series LLCs, Serious Risks liquidation preference Management and Common Stockholder Resistance to Acquisitions, and Using Carve-Outs to Overcome It“Whoever has the Gold, (Once Again) Makes the Rules”: VC Deal Terms Likely to be More Investor Favorable liquidity Proposed Reform of Venture Capital Fund Advisor Exemption Will Boost Startup Investment and Founder Liquidity Lyft Power Lyfting: Lyft IPO is Latest in Trend Giving Founders Disproportionate Voting Power management fee Are VCs incentivized to lose money? material adverse effect “So What?”: Twitter Resists Merger Agreement Termination by Invoking Musk’s Unclean HandsInside the Merger Agreement between Elon Musk and Twitter merger agreement “Draft Dodging”: Approving “Nearly Final” Merger Agreement Becomes Dangerous in Delaware mergers & acquisitions “Draft Dodging”: Approving “Nearly Final” Merger Agreement Becomes Dangerous in DelawareMiddle Market M&A Brokers Get Relief multi-class Power Lyfting: Lyft IPO is Latest in Trend Giving Founders Disproportionate Voting PowerDropbox IPO Multi-Class Structure: Bad Corporate Governance or Good Long Term Focus? 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