At-will employment is the default rule of employment in the United States. However, some states, even ones that adhere generally to at-will employment, have restrictions and limitations surrounding employment termination. This post summarizes at-will employment in a general sense and does not delve into all exceptions and restrictions. As always, it is best to seek …
A liquidation preference deals with what happens to the proceeds of the Company after it is dissolved or sold. Investors typically want to get their money back first before anyone else and a liquidation preference outlines that right. There are several types of liquidation preferences. Standard Seniority This is present in most financings. It means …
Equity Investment Term Sheets: Liquidation Preferences Read More »
As more offices open up, more companies are seeking to keep their workforce safe. A vaccination policy, discussed in our previous blog post about return-to-work policies, is one piece of that process. However, no matter what policies a company has decided to adopt, there are important considerations in how to handle employee or visitor information …
Best Practices in Creating and Enacting Return-To-Work Policies for the Company, Part 2 Read More »
Two common equity investment term sheet phrases are “right of first refusal” and “co-sale right” – but what do they mean? Right of First Refusal The right of first refusal is a right given to investors that allows them to purchase shares of stock that a stockholder is attempting to transfer. For example, a co-founder …
Equity Investment Term Sheets: Right of First Refusal and Co-Sale Right Read More »
COVID-19 has resulted in a multitude of questions about employment law and how businesses can navigate the pandemic in a safe and legal way. In general, this overview on best practices will be high-level but these issues tend to be very state-specific, so a good starting point is going to be any state or local …
Best Practices in Creating and Enacting Return-To-Work Policies for the Company Read More »
Many people are vaguely aware of something called a “research and development credit.” It may bring to mind pharmaceutical research, manufacturing processes, or other traditional processes that businesses have been improving and creating for generations. What people don’t realize is that the benefit of the R&D Credit doesn’t end there. Video game developers, software companies, …
Sometimes owners of a company that is not a corporation may want to convert it into a corporation to prepare for future investment opportunities. However, some states do not provide for statutory conversions. In those cases, a merger is the proper method. What is a statutory conversion? Statutory conversion is the process through which one …
What’s the difference between converting or merging a non-corporation to a corporation? Read More »
In term sheets and negotiations, two phrases that are useful to be familiar with are “drag-along rights” and “tag-along rights.” Drag-Along Rights Drag-along rights allow majority investors to sell the company without minority stockholders having to sign off on the sale. Minority holders will be paid for their shares but they are unable to block …
Term Sheets 101: Drag-Along and Tag-Along Rights Read More »
As a law firm that primarily works with video game companies, everyone on staff is a gamer in their own right. Here’s what we’ve been playing this winter of 2022: Solar Ash by Heart Machine (PlayStation 5) I’ve been playing through Solar Ash and very quickly realized that I am not a speedrunner – but …
Corporations have a Board of Directors. The Board’s role is to make high-level decisions on behalf of the company’s shareholders and to oversee and appoint officers to run the corporation day-to-day. The composition of the Board is among the foundational elements of the corporation. The board gets to set the agenda and steer the company …