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An In-House Counsel’s Guide to Startup Seed Financing

2022-11-30T22:04:02+00:00November 30th, 2022|General Counsel|

Raising capital in the initial phase of a startup’s journey can be challenging and rewarding. Known as seed financing, this early-stage round is typically supported by friends, family, and high-net-worth angel investors. It is the first and often most […]

An In-House Counsel’s Guide to Startup Venture-Backed Financing

2022-11-30T21:59:39+00:00November 30th, 2022|General Counsel|

Most startups rely on capital-raising efforts in order to survive and grow over the long-term. Fundraising can be both challenging and exhilarating. Startups are often unprofitable due to an early focus on rapidly growing their business operations, building upon […]

Reviewing and Navigating Underwriting Agreement Negotiations for In-House Counsel

2022-11-30T21:41:53+00:00November 30th, 2022|General Counsel|

Companies may enter into an underwriting agreement when they want to offer securities registered with the Securities and Exchange Commission (SEC). The underwriting agreement is among the company issuing the offered securities (the issuer) and the investment banks acting […]

The Lawyer’s Role in Debt Offerings Under Rule 144A and Regulation S

2022-09-01T07:03:38+00:00September 1st, 2022|General Counsel|

Public and private companies at all stages of growth may consider raising capital through a debt offering. In order to help a company effectively price and close a debt offering, the company’s in-house counsel should understand the overall process […]

Understanding Sanctions Laws: A Primer for In-House Lawyers

2022-09-01T06:43:45+00:00September 1st, 2022|General Counsel|

U.S. companies must comply with sanctions laws that prohibit certain transactions or dealings with targeted countries, industries, entities, or individuals. While sanctions programs vary widely in the types of activities they prohibit, the penalties for violating sanctions laws can […]

Carried Interest: How It Works and What In-House Lawyers Should Know

2022-09-01T05:33:00+00:00September 1st, 2022|General Counsel|

Carried interest, or carry, has been a frequent topic in political debates. While some characterize it as a structural tool used to align the interests of private equity funds and their investors, others characterize it as a tax loophole. […]

Investor Roadshows and the Role of In-House Counsel

2022-09-01T05:20:46+00:00September 1st, 2022|General Counsel|

Roadshows play an essential role in a company’s capital raising efforts. It is an opportunity for the company’s management team to pitch the company to potential investors. A well-run roadshow presentation can generate significant investor interest in an offering […]

Responsibilities of Company Counsel When a Public Company Director Departs

2022-09-01T05:09:03+00:00September 1st, 2022|General Counsel|

Directors of public companies serve on a given company’s board of directors for a limited duration. Director departures are expected from time to time. It is the responsibility of the company’s counsel to ensure the proper procedures […]

Tips for In-House Counsel on Negotiating Lock-Up Agreements

2022-07-26T23:11:04+00:00July 26th, 2022|General Counsel|

The terms that a company and its directors, officers, and significant shareholders are subject to under a lock-up agreement can be the topic of much debate.

As an in-house counsel of a private company interested in going public, it is […]

Reviewing Legal Opinions in Securities Offerings: Tips for In-House Counsel

2022-07-26T23:01:32+00:00July 26th, 2022|General Counsel, Mergers & Acquisitions|

In-house legal departments often work closely with outside law firms on transactions. This is especially the case when companies undertake complex transactions such as securities offerings. In connection with the securities offering, an outside law firm will issue a […]

Certificate of Incorporation and Bylaws: Essential Elements to Know as An In-House Lawyer

2022-07-26T22:54:08+00:00July 26th, 2022|General Counsel|

Every corporate entity has legal formation and organizational documents. These organizational documents are like an operating manual for the company. They provide guidance about the internal affairs of the company and define the roles and duties of directors, officers, […]

The Basics of Environmental Law: What In-House Lawyers Should Know

2022-07-26T22:35:40+00:00July 26th, 2022|Environmental & Energy, General Counsel|

In recent years, companies have come under increasing scrutiny for their environmental practices. The heightened focus on corporate ESG and sustainability has cast a spotlight on the impact businesses have on air emissions, water discharges, hazardous waste, and other […]

Navigating Private Equity: An Introduction for In-House Legal Counsel

2022-07-26T22:29:25+00:00July 26th, 2022|General Counsel|

Whether you are an in-house lawyer at a large, established company or at an early-stage startup, you should have a basic understanding of private equity. Private equity funds acquire and invest in companies of many varieties. Private equity funds […]

Drafting Effective Corporate Governance Guidelines

2022-06-24T05:04:32+00:00June 24th, 2022|General Counsel|

Many companies have implemented corporate governance guidelines that capture the distinct procedures, practices, and culture of the management team and board of directors. In-house lawyers are often tasked with drafting, reviewing, or updating a company’s corporate governance guidelines. Although […]

Risk Factors in Securities Filings: What Companies Must Disclose

2022-05-09T21:54:25+00:00May 9th, 2022|General Counsel|

A company’s risk factors form an essential part of the reports filed by public companies and companies seeking to go public. Risk factor disclosures are cautionary statements that companies include in their disclosure documents about the key risks a […]

Debt Exchange Offers by Public Companies: Overview

2022-05-04T21:36:19+00:00May 4th, 2022|General Counsel|

Image credit: Piqsels

Public companies occasionally adjust their capital structures. To manage their liabilities, companies sometimes restructure their existing indebtedness. They do this by issuing new debt securities in exchange for outstanding existing debt securities. Debt exchange […]

Role of Auditor’s Comfort Letter in Securities Offerings

2022-05-03T22:41:37+00:00May 3rd, 2022|General Counsel|

Image credit: Piqsels

The issuance of a comfort letter is an essential component of the due diligence process for a securities offering. The auditors for the company prepare and issue comfort letters. The auditors must prepare, issue and […]

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