Laureate Education First Benefit Corporation to File for IPO in U.S.

Etsy made news when it went public as a B Corp in April 2015. And now we have the first Benefit Corporation to file for an Initial Public Offering (or IPO) in the U.S.: Laureate Education, an online education platform. On October 1, 2015, Laureate became a Public Benefit Corporation in Delaware. On October 2, 2015, it filed an S-1 Registration Statement with the Securities Exchange Commission, making official its plan to become a publicly-traded company. What does it all mean?

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SEC Approves Equity Crowdfunding

SEC Votes to Approve Equity Crowdfunding Rules

On Friday morning (October 30, 2015), the Securities and Exchange Commission voted 3-1 to approve final rules relating to equity crowdfunding to non-accredited investors.

What Does the Vote Mean?

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are term sheets binding

Are Term Sheets Binding?

Agreeing on a term sheet is the first step in the exciting process of raising money for startup founders. It sets out the parameters of the deal that will be executed in one or more legal documents to follow due diligence. But you may be wondering to yourself: “Are term sheets binding?” Unfortunately, the answer is that it depends. Read more

Important Terms in Convertible Notes

Important Terms in Convertible Notes and Convertible Equity

When negotiating a convertible note or a convertible equity instrument, there are a few key terms in the negotiation that are significant for the investor and the entrepreneur. In a previous article, we discussed the differences between convertible notes and convertible equity. This article discusses the important terms in convertible notes and convertible equity, including the cap and the discount.  Read more

typical startup structure

Typical Startup Structure

Startups often ask us how a typical startup is structured. While there are plenty of free and affordable resources for various forms, they don’t provide much guidance on what forms to use and why. In fact, there is no one-size-fits-all approach to structuring a startup. Each is unique in its needs. Still, there are some default positions that apply to the typical startup structure for a technology (or other) startup seeking venture capital.  Read more

convertible equity

Is Convertible Equity Better Than Convertible Note and Preferred Stock?

Convertible equity has gained popularity in Silicon Valley after Y Combinator made its Simple Agreement for Future Equity (or “SAFE”) available for free and used it for all of its startups. Since then, 500 Startups followed suit with its affectionately-named KISS document. The intent in creating the convertible equity was to provide a better tool–compared to the convertible note and preferred stock–to handle early-stage investments by angel investors.

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Friends and Family

Raising Startup Funds from Friends and Family

Raising funds from friends and family often seems like the logical first step for a new business to raise money. After all, you will be hard pressed to find an investor who is willing to shell out funds when your whole business is simply a couple motivated people with a great idea. However, accepting money from friends and family is not as straight forward as it may seem. This article discusses various options for structuring an investment from friends and family. Read more

Debt vs Equity

Debt vs. Equity

When raising money as a business, whether old or new, it is important to carefully consider the best way to fundraise–i.e. whether it will take the form of debt or equity. In short, “debt” refers to loans, while “equity” refers to giving away a piece of ownership in the business. When deciding on debt vs. equity, or a combination of the two, entrepreneurs should take into account the advantages and disadvantages of each approach.

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California Securities Exemptions

Common California Securities Exemptions for Startups

When issuing “securities,” it is necessary to pay attention to state “blue sky” laws, in addition to federal securities laws. If you are relying on a federal exemption that does not preempt state laws, then you have to make sure that a state exemption applies to the debt or equity transaction as well. This article describes the common California securities exemptions that may apply to an early-stage startup. Read more

common federal securities exemption

Common Federal Securities Exemptions for Small Businesses

If you offer securities for sale, the federal securities laws require you to register the securities with the Securities Exchange Commission unless an exemption applies. But what are some of the common federal securities exemptions that may apply to your business as you start raising money or giving equity to your employees? Read more