Five-minute general counsel: What is your share of a joint venture?

By Rick Colosimo / March 21, 2011 /

“Joint venture” is a sloppy term used to describe a number of different business operations. The important thing to remember is that it is too vague to be meaningful legally. A project that is called a joint venture might legitimately be structured like any of these: a brand new entity with shared ownership a subsidiary…

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Five-minute general counsel: What’s in a seed round termsheet?

By Rick Colosimo / February 1, 2011 /

Here’s a common set of angel-investor questions regarding a standard seed round term sheet for a tech company: Why are the shares divided into preferred and common? Why does the preferred stock have a limited “1x” return? What will happen with liquidation preferences in future rounds? What will happen with dividends? Does the preferred stock…

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Five-minute general counsel: What is due diligence?

By Rick Colosimo / August 9, 2010 /

Due diligence is the catchall phrase used to describe both the amorphous investigative process that prospective investors and acquirors go through before, during, and after their initial decision to proceed with a transaction with your company as well as the materials (paper, electronic, and Q&A) that they and their advisors receive in response to their…

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