New York State’s Pre-Seed and Seed Matching Fund Program
In an effort to bolster the development of new businesses in high-growth industries, New York State launched the Pre-Seed and Seed Matching Fund Program (the Program), which offers early-startup companies assistance in obtaining investment funding. The Program is funded through the State Small Business Credit Initiative (SSBCI) with the goal to “support high growth start-up […]
Privacy From Birth: Incorporating Privacy Concerns Into Your Product Development Cycle
In 1736, Ben Franklin warned the fire-threatened city of Philadelphia that “an ounce of prevention is worth a pound of cure.” When it comes to data privacy and security, emerging companies and start-ups may struggle to follow this advice during the cost-sensitive early years. Many state privacy laws only become fully effective upon reaching certain […]
M&A Brokers Now Statutorily Exempt From SEC Registration
The Consolidated Appropriations Act, 2023 (the Act), signed into law by President Biden on Dec. 29, 2022, included a long-awaited federal exemption from registration with the Securities and Exchange Commission (SEC) for brokers engaged in merger and acquisition (M&A) transactions among certain privately held companies (the Exemption). There has long been an issue, particularly with […]
Confidentiality Is Key In Stockholder Information Rights
By Josh Galante, Jeremy Miller, Lori Smith One of the most important yet overlooked aspects of any commercial or corporate transaction involves confidentiality obligations. Often, parties gloss over the scope of the covenants, treat them as boilerplate using precedent without thinking through the details, such as what information needs to be protected in the particular […]
TJCA Restriction on Interest Payment Deductions: More Relevant Than Ever
A recent WSJ article highlighted that, given the tightened equity financing market for early and growth-stage companies and the corresponding decrease in valuations, more such companies might be turning to venture debt to bridge the gap in their financial needs. This shift appears to be driven, at least in part, by a desire to avoid […]
AI-Generated Art Has Arrived, With Litigations Close Behind
It’s not news that owners of copyrights in music and images have been using AI tools to troll the web looking for infringements for a while. Once an infringement was located, more often than not, money was paid, and a quick settlement was reached. But now, suddenly, there is an entirely new set of issues […]
2023 State Data Privacy Law: A Quick Reference Guide
Despite recent efforts on Capitol Hill over the summer, Congress has yet to bring a workable model for a national data privacy framework to a vote. Individual states continue to fill the void by responding to growing consumer expectations for greater privacy and control over their personal information. In 2023, four additional states (Colorado, Connecticut, Utah […]
Zooming In on Effective Board Meetings
Throughout the pandemic, we all got accustomed to holding virtual meetings as a necessity, but recently I have received a number of questions from clients about continuing to hold virtual or hybrid board meetings or whether they should be encouraging more fully in-person meetings to the extent practicable. This is definitely a discussion that a […]
What Is Reasonable in Scope for Restrictive Covenants in M&A Transactions
The legal landscape around the enforceability of restrictive covenants, such as non-compete and non-solicitation provisions, is clearly changing. Businesses and their attorneys would do well to pay attention to these changes and learn the lessons being handed down at the state and federal levels. Recent Developments In the context of employment-based restrictions, the trend over […]
Director and Officer Protections: Exculpation v. Waiver of Fiduciary Duties Under Delaware Law
In a recent M&A transaction, a nuanced issue regarding the exculpation of directors under the Delaware General Corporation Law (DGCL) arose in the context of a potentially conflicted director serving on the board of a company considering a sale transaction. The company was an early-stage Delaware corporation that had completed multiple rounds of equity financing, […]