Go Mutual

By Rick Colosimo / June 10, 2022 /

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 /

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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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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