Go Mutual

By Rick Colosimo / June 10, 2022 / Comments Off on Go Mutual

Mutual NDAs are better not just because they’re mutual but because the terms make more sense. I regularly recommend the Waypoint NDA to clients who need a basic NDA, meaning one that is intended to allow them to begin discussing a potential transaction quickly and cheaply while taking reasonable steps to protect the interests of…

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Why Do Due Diligence?

By Rick Colosimo / June 6, 2022 / Comments Off on Why Do Due Diligence?

The Two Stages of Diligence Here’s a quick summary from both sides: Mergers & Acquisitions. There are two stages in diligence: initial diligence, the purpose of which is to determine whether to make an offer and to set the price and terms for that offer; and full diligence. A buyer has one major goal in…

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Fundraising Risks

By Rick Colosimo / June 1, 2022 / Comments Off on Fundraising Risks

In general, from the board perspective, my preference is to let the CEO and outside counsel sort out any SEC compliance issues. There are two kinds of problems that pop up over and over again: first, questions about whether the company can pay a finder’s fee in connection with introductions; and second, what the company…

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When should you separate businesses?

By Rick Colosimo / February 25, 2022 / Comments Off on When should you separate businesses?

Sometimes, a company develops a new line of business that isn’t obviously part of the existing business. The question soon arises whether to separate the new business, and how to do it. Here are some basic ways of separating a business so that it’s more separate from an existing business: Putting it in a separate…

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