Author: Ryan Roberts
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Watching Your Client Overleverage an Acquisition
Startup counsel are often the first adult in the room to say it out loud. You are not the client’s investment banker, and you should not pretend to underwrite the leverage. But you are a counselor who sees how financing terms collide with runway, governance, and the next fundraise…overleverage. The right approach is to flag…
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Include Confidentiality Clause in Letter of Intent
A letter of intent (LOI) often kicks off serious negotiations, and those talks usually require sharing sensitive information. For startups, the confidentiality clause is not optional. It is the guardrail that lets founders disclose enough to move a deal forward without accidentally giving away the company’s competitive edge. What the Confidentiality Clause Should Cover At…
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Every Situation is Unique When Choosing an Entity
If you’re choosing an entity and deciding between an LLC and a Delaware C-Corp for your startup, here’s the direct answer: if you plan to raise venture capital, issue equity broadly, or ever want a clean acquisition process, you will usually end up as a Delaware C-Corp—either immediately or after an expensive “we should’ve done…