Emerging Companies & Venture Capital
Focused representation to entrepreneurs, emerging growth companies, and the investors who fund them.
Our dedicated team of attorneys provides focused representation to entrepreneurs, public and private emerging growth companies, and the venture capital funds, angel investors, and investment banks that finance them.
We represent technology and other emerging high-growth businesses in various industries, including biotechnology, digital media, environmental, information technology, medical devices, software, clean energy and blockchain technology, and telecommunications, regularly advising them on:
- Entity formation and development
- Founder and shareholder agreements
- Seed- and late-stage funding
- Executive compensation and benefits, stock option and other equity-based compensation arrangements
- Licensing and other technology transfer transactions
- Mergers and acquisitions and other strategic transactions
We also advise venture capital firms and other fund sponsors on fund formation and administration and represent venture capital funds and angel investors in the negotiation of various stages of equity, debt, and convertible funding transactions, and the planning and implementation of exit strategies.
Valuable Investor & Industry Relationships
Our professional relationships are a valuable resource to our technology and emerging company clients. We have strong relationships with:
- Venture capital firms, private equity firms, angel investors, investment banks, and other capital sources, several of whom have invested in our clients
- All of Long Island’s universities, major laboratories, and other research institutions, including Cold Spring Harbor Laboratory, Brookhaven National Laboratory, Stony Brook University, Farmingdale State College, Hofstra University, the Feinstein Institute, and Winthrop-University Hospital
- Numerous technology organizations and institutions, including Accelerate Long Island, the Center of Excellence in Wireless and Information Technology, i-Hamptons, the Long Island Software and Technology Network, the Long Island Forum for Technology, the Long Island Technology Hall of Fame, the New York State Governor’s Innovation and Industry Work Group, the Association for Corporate Growth, and COMETS
Farrell Fritz has assumed a leadership role in significant initiatives to build a robust innovation ecosystem on Long Island and promote the commercialization of Long Island-originated technology. Our attorneys have also taken active roles in advocating for private and public capital markets reform, including through public speaking and publication in various media, with the goal of making it easier for emerging companies to raise capital in the private markets and ultimately go public.
A Trusted Resource
Our emerging companies & venture capital practice group publishes the New York Venture Hub blog, a widely read resource devoted to issues important to high-growth entrepreneurs, investors, and their advisers.
Professionals
Recent Blog Posts
Middle Market M&A Brokers Get Relief
A new federal law goes into effect March 29, 2023 that conditionally exempts from broker-dealer registration persons who solely intermediate…
March 12, 2023
March 12, 2023
RIP Non-Competes?
Will employment non-competes soon be banned nationally? Perhaps, if the Federal Trade Commission gets its way. Last month, the FTC…
February 06, 2023
February 06, 2023
“Beyond Redemption”: SPAC Shareholder Redemptions and New Excise Tax Could Lead to Year-End Rush to Close or Liquidate
Just last week, special purpose acquisition company The Music Acquisition Corporation (“TMAC”) called a special meeting of its stockholders. It…
November 09, 2022
November 09, 2022
“So What?”: Twitter Resists Merger Agreement Termination by Invoking Musk’s Unclean Hands
Elon Musk has lobbed in two additional termination letters since his original July 8 letter seeking to terminate his agreement…
September 18, 2022
September 18, 2022
It’s (Mostly) Good to be the Serial Entrepreneur
Two startups with competing, equally compelling technologies at the same stage of development are pitching venture capital investors for Series…
September 07, 2022
September 07, 2022
Push to Facilitate Liquidity in Private Companies
What do founders, employees and investors in privately held companies all have in common? Limited opportunity to sell their shares. …
July 31, 2022
July 31, 2022
May Elon Musk Terminate his Merger Agreement with Twitter over Spambots?
Another week, another chapter in the Elon Musk-Twitter saga. Last month, Musk posted tweets questioning longtime Twitter claims that automated…
June 08, 2022
June 08, 2022
Inside the Merger Agreement between Elon Musk and Twitter
In what seems like one of the speediest transaction processes ever for a deal of its size, Twitter agreed on April…
May 02, 2022
May 02, 2022
Passive Aggressive: Unpacking Elon Musk’s Beneficial Ownership Filings Regarding Twitter, Inc.
Elon Musk’s contentious relationship with the Securities and Exchange Commission is likely to become even more complicated as a result…
April 10, 2022
April 10, 2022
Protecting the Protected: SEC Proposes New Safeguards for Private Fund Investors
The Securities and Exchange Commission just proposed new rules to protect investors in private investment funds. The proposed rules would require…
February 22, 2022
February 22, 2022
Venture Capital Set Records in 2021, Faces Headwinds in ’22
2021 was a spectacular year for the American venture capital ecosystem, with VC investments, fundraising and exits all setting new…
January 24, 2022
January 24, 2022
Course Correction: Why “Ordinary Course” Covenants in Acquisition Agreements Should be Drafted Carefully
Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing…
January 07, 2022
January 07, 2022
Comments from the SEC(nut) Gallery: SEC Comment Letters Focus on SPAC Conflicts of Interest
Ever since the SPAC market exploded in late 2020 and early 2021, the SEC has sounded alarm bells through investor alerts,…
November 08, 2021
November 08, 2021
Crypto Reform Goes to Congress: Proposed Three-Year Safe Harbor for Distribution of Pre-“Network Maturity” Digital Tokens
Background: Crypto Catch 22 Followers of the SEC’s efforts to regulate digital tokens will recall former SEC Corp Fin Director…
October 18, 2021
October 18, 2021
Series LLCs, Serious Risks
Lately I’ve been approached by clients and potential clients about series LLCs, so I thought it would be worth blogging…
September 12, 2021
September 12, 2021
“Do Your Homework!”: SEC Order Sends Strong Message to SPAC Participants on Due Diligence
The Securities and Exchange Commission announced on July 13, 2021 that it settled fraud charges against a special purpose acquisition…
July 26, 2021
July 26, 2021
First Ever SEC Registered Digital Token IPO May Bring Clarity to Blockchain Asset Industry
On May 3, 2021, blockchain-based trading platform operator INX Ltd. announced it had completed its initial public offering of digital…
June 14, 2021
June 14, 2021
Securities Safety Check for New TV Series “Unicorn Hunters”
A new reality streaming television series called Unicorn Hunters debuts May 10 in which startups will pitch to a panel…
May 10, 2021
May 10, 2021
Issuers May “Test-the-Waters” Before Choosing a Securities Exemption
Perhaps the most vexing threshold issue faced by any company considering a capital raise is which securities exemption to pursue. …
April 18, 2021
April 18, 2021
SEC vs. Ripple Could Make Waves in Cryptocurrency Market
On December 2, the Securities and Exchange Commission filed a lawsuit against Ripple Labs, Inc. and two of its executives…
March 08, 2021
March 08, 2021
Relief for Pre-Verified Accredited Investors May Encourage Rule 506(c) Offerings
For the second time in nine days, I recently drove ten hours round-trip to drop my son off at school…
February 15, 2021
February 15, 2021
Why Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze
A freeze on government regulation is generally perceived by most people as being a positive development for private enterprise. Not…
January 25, 2021
January 25, 2021
Strict Traffic Rules for New Crowdfunding Vehicles – Part Three of Exempt Offering Amendments Deeper Dive
You just raised $1 million in your crowdfunding offering under Title III/Regulation CF. That’s the good news. The bad news? …
January 10, 2021
January 10, 2021
“Demo Days are Here Again”: Part Two of Exempt Offering Amendments Deeper Dive
At the 1932 Democratic National Convention, the live band at one point burst into “Happy Days are Here Again”, FDR’s…
December 23, 2020
December 23, 2020
Exempt Offering Amendments Deeper Dive, Part One: Higher Offering Caps
Last month, the Securities and Exchange Commission passed sweeping reforms of the rules governing exempt offerings (the “2020 Reforms”) to…
December 13, 2020
December 13, 2020
Significant Exempt Offering Rule Reforms Approved by SEC to Facilitate Capital Formation
On November 2, 2020, the SEC adopted significant rule amendments to simplify, harmonize and improve the exempt offering framework to…
November 09, 2020
November 09, 2020
“Kik” in the Butt: Court Decision Against Initial Coin Offering Could be Opportunity for Others
On October 21, 2020, the United States District Court for the Southern District of New York entered a final judgment…
November 01, 2020
November 01, 2020
SEC Proposes Much Needed Finder Exemption, and Paul Anka Must Be Singing
Finders play a vital role in introducing startups to potential investors. Yet the general requirement that persons soliciting investors must…
October 11, 2020
October 11, 2020
Private Market Investing Not Just for the Wealthy Anymore?
The Securities Exchange Commission expanded the definition of “accredited investor” by adding new categories of investors that have sufficient investment…
September 07, 2020
September 07, 2020
Management and Common Stockholder Resistance to Acquisitions, and Using Carve-Outs to Overcome It
This past June, autonomous vehicle technology startup Zoox agreed to be acquired by Amazon for a whopping $1.3 billion. Time…
August 26, 2020
August 26, 2020
“Whoever has the Gold, (Once Again) Makes the Rules”: VC Deal Terms Likely to be More Investor Favorable
It’s no shocker that the Coronavirus pandemic has slowed down venture capital investment dramatically, with 2020 now on pace to…
July 13, 2020
July 13, 2020
The Upshot of Down Rounds
The impact of the Coronavirus and COVID-19 on venture capital investment will likely be similar to what we saw in…
June 01, 2020
June 01, 2020
COVID-19 Capital Needs Addressed by Temporary Relaxation of Title III Crowdfunding Rules
Title III crowdfunding may be an attractive capital raising alternative during the current Coronavirus pandemic because it allows companies to use…
May 18, 2020
May 18, 2020
Restoring Incentives of Underwater Stock Options
COVID-19 induced declines in private and public company valuations have left many employee stock options “underwater” or “out-of-the-money”, i.e., exercise prices…
May 10, 2020
May 10, 2020
Shareholder Meetings in the Age of COVID-19
Among the many challenges companies are facing during the COVID-19 pandemic is how to conduct their shareholder meetings. Current social…
April 13, 2020
April 13, 2020
No Satisfaction: Absence of Affiliation Rule Waiver Leaves Most Venture-Backed Companies Ineligible for Paycheck Protection Plan Loans
April 06, 2020
COVID-19 SEC Filing Relief and Disclosure Guidance
Public companies stressing over how to meet filing deadlines during the COVID-19 crisis and what to say about the pandemic’s…
March 27, 2020
March 27, 2020
Proposed Three-Year Digital Token Safe Harbor May Bridge Gap to Decentralization or Functionality
It’s not often that an SEC Commissioner quotes Bruce Springsteen – not once, but twice – in a speech on…
March 01, 2020
March 01, 2020
Proposed Expansion of “Accredited Investor” Definition Would Benefit Issuers and Investors
The Securities and Exchange Commission is proposing to expand the definition of “accredited investor” to include additional entities that could…
January 21, 2020
January 21, 2020
What to Make of the SEC’s Leniency in the Block.one ICO Settlement?
On September 30, 2019, the Securities and Exchange Commission announced that blockchain developer Block.one had agreed to pay a $24…
December 02, 2019
December 02, 2019
Telegram TRO Sends Strong Message to Digital Token Issuers
On October 11, 2019, the Securities and Exchange Commission (the “Commission”) announced it filed a complaint and obtained a temporary restraining…
October 28, 2019
October 28, 2019
WeWork, SoftBank and Anti-Dilution Protection
The corporate spectacle better known as The We Company IPO officially and mercifully came to an end September 30 when The We…
October 06, 2019
October 06, 2019
First Qualified Regulation A Token Offering: Will “$2 Million Contribution to Crypto Industry” be Precedent Setting?
On July 10, 2019, the Securities and Exchange Commission declared Blockstack PBC’s offering statement “qualified”, thus allowing Blockstack to commence…
August 05, 2019
August 05, 2019
SEC Exempt Offering Concept Release Seeks Comment on Ideas to Ease Restrictions on Sales to Non-Accredited Investors
Non-accredited investors are estimated to constitute approximately 92% of the U.S. population. Yet restrictive rules governing exempt offerings have significantly…
July 08, 2019
July 08, 2019
Founder Fraud Case Study: Roundtrip Contracts and Other Revenue Recognition Schemes
The Securities and Exchange Commission filed a complaint last week against the founder of venture-backed mobile payments startup Jumio, Inc., charging…
April 08, 2019
April 08, 2019
Power Lyfting: Lyft IPO is Latest in Trend Giving Founders Disproportionate Voting Power
Lyft, Inc. last week completed its highly anticipated initial public offering, raising over $2.3 billion at a valuation of approximately…
April 01, 2019
April 01, 2019
Behind 2018’s Boom Year for Venture Capital
2018 was a historically good year for venture capital in the United States in terms of dollars invested by VC funds…
February 18, 2019
February 18, 2019
In my Backyard: Real Estate Developers can Use Equity Crowdfunding both to Fund Projects and Convert Opposition
Real estate developers should seriously consider equity crowdfunding to fund development projects for two major reasons, one of which has…
January 28, 2019
January 28, 2019
SEC Reporting Companies Now Regulation A+ Eligible
On December 19, 2018, the Securities and Exchange Commission issued final rules to permit reporting companies under the Securities Exchange Act…
December 26, 2018
December 26, 2018
First Federal Ruling Against SEC on Whether Digital Token is a Security
On November 27, 2018, the United States District Court for the Southern District of California denied the Securities and Exchange…
December 03, 2018
December 03, 2018
Imitation Not Always Flattery: SEC Halts ICO that Falsely Claimed Approval by SEC and Self-Created “Blockchain Exchange Commission”
If you were looking for a safe blockchain investment and had the chance to invest in the “first licensed and…
October 14, 2018
October 14, 2018
Gig Stock: Extension of Rule 701 Exemption for Compensatory Equity Proposed for Gig Economy Participants
Private companies in the gig economy like Uber and Airbnb would love to issue compensatory equity to their platform participants, just…
September 25, 2018
September 25, 2018
“No Good Deed”: Free Tokens Issued in Airdrops, Bounty Programs Likely Violate Securities Laws
If you’re thinking of airdropping free tokens or implementing a cryptocurrency bounty program, be careful. The Securities and Exchange Commission…
August 19, 2018
August 19, 2018
“Third Time’s a Charm”: House Adopts JOBS Act 3.0 to Fix Earlier Capital Raising Reform Efforts
It’s not often that the House of Representatives votes nearly unanimously on anything noteworthy these days, but that’s exactly what…
July 24, 2018
July 24, 2018
SEC Expands Eligibility for Scaled Disclosure; Signals Possible Auditor Attestation Relief
On June 28, 2018, the Securities and Exchange Commission issued a release amending the definition of “smaller reporting company” (“SRC”) to…
July 16, 2018
July 16, 2018
Can a Digital Token Evolve? Head of Corp Fin Says “Yes”, if Network Becomes Decentralized
“Can a digital asset that was originally offered in a securities offering ever be later sold in a manner that…
June 26, 2018
June 26, 2018
SEC Reporting Companies Soon to be Regulation A+ Eligible
Buried in new legislation mainly intended to ease Dodd-Frank restrictions on small banks is an expansion of Regulation A eligibility to…
June 11, 2018
June 11, 2018
First S-1 Filing for an ICO: Going Legit or Just a Crypto Head Fake?
Initial coin offerings so far have gone through two major phases in their brief lifespan. The initial phase flew under…
May 07, 2018
May 07, 2018
Hand it Over: SAFT-Based ICOs Challenged by SEC Subpoenas
The Wall Street Journal ominously reported on February 28 that the Securities and Exchange Commission recently issued dozens of subpoenas…
March 22, 2018
March 22, 2018
Dropbox IPO Multi-Class Structure: Bad Corporate Governance or Good Long Term Focus?
Dual or multi-class capitalization structures generally allow companies to sell large amounts of shares to the public while maintaining control…
February 26, 2018
February 26, 2018
Regulation Crowdfunding Surpasses $100 Million but Still Needs Reform
A recent report on the state of Regulation Crowdfunding published by a major crowdfunding advisory firm is cause for both celebration…
February 20, 2018
February 20, 2018
Massachusetts’ First ICO Enforcement Action Offers Important Lessons for Offshore ICOs
Last month, Secretary of the Commonwealth of Massachusetts William Galvin made good on his promise to conduct an exam sweep of ICOs…
February 05, 2018
February 05, 2018
Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans
What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as…
January 10, 2018
January 10, 2018
Company Abandons ICO, Agrees to Cease-and-Desist; SEC Chairman Issues ICO Warning
December 11, 2017 was a day of reckoning for entrepreneurs conducting or contemplating initial coin offerings, and for securities professionals who advise…
December 18, 2017
December 18, 2017
Is a Utility Token ICO a Sale of Securities?
Bloomberg reported on October 16 that over $3 billion dollars have been raised in over 200 initial coin offerings so far this year.…
November 06, 2017
November 06, 2017
What Can’t be Cured, Must be Endured: Delaware Limits Defective Corporate Act Ratification
A recent Delaware Chancery Court decision provides important guidance on what types of defective corporate acts may be ratified under…
October 09, 2017
October 09, 2017
Cornell Tech Dedicates New Roosevelt Island Campus
Cornell Tech celebrated a historic milestone today with the dedication of its new campus on Roosevelt Island in New York…
September 13, 2017
September 13, 2017
Unchained: Delaware Authorizes Blockchain Technology for Corporate Records
On August 1, 2017, Delaware became the first state to allow corporations to record issuances, transfers and ownership of stock using…
August 24, 2017
August 24, 2017
SEC Provides Initial Coin Offering Guidance
On July 25, 2017, the SEC’s Division of Enforcement issued a Report of Investigation (the “Report”) that concluded that the…
August 09, 2017
August 09, 2017
Do Private Company M&A Intermediaries Need to Register with the SEC as Broker-Dealers?
Since 2014, many private company mergers and acquisitions intermediaries have chosen not to register as broker-dealers. That’s because a 2014…
July 17, 2017
July 17, 2017
Good Choice: Important Capital Formation Reforms in Financial CHOICE Act of 2017 Passed by House
On June 8, 2017, the House of Representatives passed the Financial CHOICE Act of 2017 on a vote of 233-186.…
June 25, 2017
June 25, 2017
Irredeemable: Delaware Case Will Make Redemption Rights Tougher to Enforce
Venture capital funds routinely negotiate for a right of redemption – the right to require the company to buy out…
May 30, 2017
May 30, 2017
Sellout: Why Control is Key in the Sale of VC-Backed Companies
Every founder of a growth startup dreams of a big, successful exit — a sale of the company for millions…
April 18, 2017
April 18, 2017
The JOBS Act at Five: Congressional Hearing Highlights Need for Further Reform
On March 22, the Subcommittee on Capital Markets, Securities, and Investment of the Financial Services Committee conducted a hearing entitled…
March 25, 2017
March 25, 2017
The Snap IPO: Speculation Without (Board) Representation
The just completed IPO of Snap Inc. has received enormous buzz and plenty of press coverage, mostly about its eye-popping…
March 06, 2017
March 06, 2017
Potential Relief for Employee Option Exercises
Employees generally must recognize income upon the receipt of employer stock to the extent that the fair market value of…
February 24, 2017
February 24, 2017
Valuation Disconnect Leads to 2016 IPO Drought
2016 turned out to be a terrible year for IPOs, both in terms of number of deals and aggregate proceeds.…
January 02, 2017
January 02, 2017
How Corporate Venture Capital Differs
Earlier this year, Union Square Ventures Managing Partner Fred Wilson famously referred to corporate VCs as “The Devil”, when he…
December 12, 2016
December 12, 2016
SEC Adopts Rules to Facilitate Intrastate and Regional Offerings
On October 26, 2016, the Securities and Exchange Commission adopted final rules intended to make intrastate and regional offerings more…
November 14, 2016
November 14, 2016
Seed Round Model Structures, Part II: Convertible Notes, KISSes and SAFEs
In Part I of this two part series on model structures for seed rounds, I explained how the dramatic decline in…
September 18, 2016
September 18, 2016
Seed Round Model Structures, Part I: Equity
The cost of launching an Internet-based startup has fallen dramatically over the last 15 years. This democratization of internet-based entrepreneurship…
August 22, 2016
August 22, 2016
Why is the SEC Investigating Tesla Motors?
On July 11, 2016, the Wall Street Journal reported that the Securities and Exchange Commission is investigating whether Tesla Motors…
July 30, 2016
July 30, 2016
House Passes Watered Down “Fix Crowdfunding Act”
On July 5, the House of Representatives passed a watered down version of the Fix Crowdfunding Act (the “FCA”) that…
July 11, 2016
July 11, 2016
Title III Crowdfunding Goes Live Today with Much Potential, but Different Reality
Ever since the Federal securities laws were enacted in 1933, all offers and sales of securities in the United States…
May 16, 2016
May 16, 2016
Fix Crowdfunding Act Would Cure Title III Crowdfunding Ills
Beginning on May 16, issuers for the first time will be able to offer and sell securities online to anyone, not just…
April 27, 2016
April 27, 2016
2016 Trends in Convertible Note Deal Terms
Seed stage investment deals, i.e., those in a range of approximately $100,000 on the low end and around $1.3 million…
April 03, 2016
April 03, 2016
Protecting Management from a Liquidation Preference Overhang
“The Founder of a $50 Million Startup Just Sold His Company — And He Didn’t Make a Dime”. Such was…
March 14, 2016
March 14, 2016
Working the Crowd: A Primer for Funding Portals
One of the key investor protections of Regulation Crowdfunding under JOBS Act Title III is the requirement that offerings must…
February 10, 2016
February 10, 2016
New Investor Exit Strategy Buried in Highway Bill
Buried in the recently enacted Highway Bill, officially the Fixing America’s Surface Transportation Act or FAST Act, is a new…
January 19, 2016
January 19, 2016
Regulation Crowdfunding Effective Date is May 16, 2016
It’s official: the new Regulation Crowdfunding rules will become effective on May 16, 2016. The SEC’s final rules release of…
November 18, 2015
November 18, 2015
Trick or Treat? SEC Adopts Controversial Crowdfunding Rules
At an open meeting on October 30, 2015, the Securities and Exchange Commission by a three-to-one vote adopted final rules…
October 31, 2015
October 31, 2015
Proposed Reforms Would Allow Unregistered Finders to Receive Success Fees
In its most recent meeting on September 23, 2015, the Securities and Exchange Commission’s Advisory Committee on Small and Emerging…
October 04, 2015
October 04, 2015
New SEC Guidance on What Constitutes “General Solicitation”
August 6, 2015 was a productive day for the Staff of the Securities and Exchange Commission’s Division of Corporation Finance…
September 09, 2015
September 09, 2015
“It’s Complicated”: Establishing “Preexisting Relationships” with Prospective Investors
In my last post, I blogged about online funding platforms. In that post, I described the typical model of indirect…
August 16, 2015
August 16, 2015
What’s the Deal with Online Funding Platforms?
Lately I’ve been approached by current and prospective clients about online funding platforms, either by folks interested in forming and…
July 24, 2015
July 24, 2015
Weak First Quarter for U.S. Venture-Backed IPOs
The market for venture backed IPOs in the U.S. in the first quarter of 2015 was the weakest in two…
June 28, 2015
June 28, 2015
New Regulation A+ Published in Federal Register — Will Become Effective June 19
The Regulation A amendments adopted by the Securities Exchange Commission on March 25 are being published tomorrow, April 20, in…
April 19, 2015
April 19, 2015
SEC Adopts Final Reg A+ Rules for Mini Public Offerings of up to $50 Million without Registration
The SEC yesterday issued its highly anticipated final rules amending Regulation A to allow issuers to raise up to $50 million in…
March 26, 2015
March 26, 2015
Electronic Blue Sky Filing System Launched by North American Securities Administrators Association
On December 15, 2014, the North American Securities Administrators Association launched the Electronic Filing Depository (“EFD”), an internet accessible database…
February 04, 2015
February 04, 2015
Technology Licensing Primer for Entrepreneurs – Part I: Non-Financial Terms
If you’re developing a product that requires certain technology that can’t be developed in-house (because of cost, time, human resources…
January 13, 2015
January 13, 2015
“Birthing a Unicorn is Hard” and other Takeaways from the 2014 Cornell Entrepreneurship Summit
It’s never easy to take an entire business day out of the office, but the annual Cornell Entrepreneurship Summit is…
November 17, 2014
November 17, 2014
Are VCs incentivized to lose money?
Are VCs incentivized to lose money? This is the provocative assertion made recently (and again) by Kaufman Foundation Senior…
September 24, 2014
September 24, 2014
Will Your Demo Day Presentation Violate the Securities Laws?
Your company is invited by a local meetup group to present at demo day with other startups, and you accept. …
August 11, 2014
August 11, 2014
Why Valuation is Overvalued, Part II: Liquidation Preferences
In Part I of this two-part series, I explained how a favorable pre-money valuation can be undercut by a large…
June 22, 2014
June 22, 2014
Why Valuation is Overvalued, Part I: The Option Pool
In any seed or early stage round negotiation between a company and a VC, one of the first and most…
May 19, 2014
May 19, 2014
Accelerator Mentoring and Money: On-Ramp for Startup Success
Building a successful startup is challenging. But the chances of success could be greatly enhanced through participation in a startup accelerator…
April 07, 2014
April 07, 2014
To Improve Small Company Liquidity, SEC Chairman Announces Tick-Size Pilot
SEC Chairman Mary Jo White gave her state of the Commission speech on Friday at the “SEC Speaks 2014” conference in…
February 25, 2014
February 25, 2014
SBA Initiatives and Twisted Business at SBIA Northeast Private Equity Conference
My partner Steve Melore and I braved the latest New York snow storm to attend the Small Business Investor…
January 23, 2014
January 23, 2014
FINRA Priorities for 2014: IPOs, General Solicitation, Crowdfunding Portals and Microcap Fraud
On January 2, 2014, the Financial Industry Regulatory Authority (“FINRA”) published its annual priorities letter for 2014, chief among which…
January 09, 2014
January 09, 2014
Close to the Vest: Founders’ Stock and Vesting
Your startup was launched only a few months ago and your co-founder has just informed you that he’s leaving. It…
December 31, 2013
December 31, 2013
SEC Provides Guidance on General Solicitation Private Offerings
The Securities and Exchange Commission released helpful guidance on some of the practical aspects of the new Rule 506(c) exemption for private…
December 10, 2013
December 10, 2013
Wisdom of the Crowd: SEC Issues Proposed Rules on Equity Crowdfunding
In a massive 585 page release, the Securities Exchange Commission on October 23 issued its long overdue proposed rules on equity crowdfunding…
November 12, 2013
November 12, 2013
Cornell Entrepreneurship Summit 2013: “Cool Jar” Deposits and Frozen Custard
The second annual Cornell Entrepreneurship Summit was held on October 11 in New York City and I was thrilled to…
October 22, 2013
October 22, 2013
Free at Last: General Solicitation and Advertising in Private Offerings Begins September 23
The new SEC rules lifting the ban on general solicitation and general advertising in certain private offerings go into effect today,…
September 23, 2013
September 23, 2013
PE Funds Could be Liable for Certain Portfolio Company Pension Obligations
Sun Capital Partners was dealt a harsh blow by the United States Court of Appeals for the First Circuit in…
August 16, 2013
August 16, 2013
General Solicitation Ban Lifted from Rule 506 Private Offerings, But Issuers Must Verify all Purchasers are Accredited
The SEC on July 10 finally lifted its 80-year old ban on general solicitation and general advertising in Rule…
July 18, 2013
July 18, 2013
Convertible Valuation Caps: Loved by Angels, Tolerated by VCs and Hated by Entrepreneurs
I’ve noticed a recent trend of angel investors demanding valuation caps on their convertible bridge loans, and I’ve received questions…
June 19, 2013
June 19, 2013
SEC Report on Small Business Capital Reform
Last month, the SEC released its Final Report on the 2012 SEC Government-Business Forum on Small Business Capital Formation, the…
May 15, 2013
May 15, 2013
Tax Me Now: Founder Stock and the 83(b) Election
Of the countless details and decisions that the founder of a startup company is inevitably juggling as he launches his…
May 05, 2013
May 05, 2013
SEC “Likes” Social Media Disclosure, So Long as Investors are Alerted
On July 3, 2012, Netflix CEO Reed Hastings kicked off the holiday weekend with some fireworks of his own by…
April 24, 2013
April 24, 2013
New York Emerges as Tech Powerhouse
In what may seem like a blink of an iPad, New York has emerged over the last few years as…
April 09, 2013
April 09, 2013
Startups’ Guide to JOBS Act
In perhaps the only successful bipartisan effort in 2012 to remove barriers to economic growth, Congress passed and the President…
March 27, 2013
March 27, 2013
Risks In Using Unregistered Finders To Find Capital
Using finders, instead of investment bankers that are registered broker-dealers, involves significant risks that could threaten a company’s ability to successfully…
March 20, 2013
March 20, 2013
Articles & Advisories
Do Malls Have Any Business Getting Into Retail?
Vertical integration — apparel retailers that make their own merchandise, farmers that sell their own produce, malls that own their…
February 16, 2021
Out of Compliance: How Delisting Distracts From a Turnaround
A retailer’s poor sales can send shares spiraling down as investors lose confidence. If the stock price gets below a…
December 04, 2019
Farrell Fritz: Joining in the effort to build Long Island’s innovation economy
Attorney Advertising – Long Island Business News A partner in Farrell Fritz’s corporate department, Alon Y. Kapen leads the firm’s…
June 08, 2015
News
Elon Musk Deserves Credit For Tweet Trial Win, Attys Say
Alon Kapen was interviewed by Law360 on continued coverage around Elon Musk and his “Tweet Trial Win” in California. In…
February 07, 2023
The Year in M&A – 2022 Popular Reads on JD Supra
“Inside the Merger Agreement between Elon Musk and Twitter” by Farrell Fritz Partner Alon Kapen ranked as the second most widely read M&A-related article…
January 13, 2023
The Year in Social Media – 2022 Popular Reads on JD Supra
“Inside the Merger Agreement between Elon Musk and Twitter” by Farrell Fritz Partner Alon Kapen ranked as the third most widely read Social Media-related…
January 10, 2023
Musk’s Control Of Twitter Comes With Freedom, Drawbacks
Farrell Fritz partner Alon Kapen was quoted regarding the completion of Elon Musk’s deal to take Twitter private in Law360. “Whether it’s content moderation or…
October 31, 2022
Elon Musk’s legal battle with Twitter may be over, but his war with the SEC continues
Alon Kapen gives his insights on Elon Musk’s continued battle with the SEC regarding the pending Twitter deal on MarketWatch. “There…
October 07, 2022
Unpacking Bed Bath & Beyond’s ‘Self-Inflicted’ Crisis
Alon Kapen, a corporate attorney at Farrell Fritz who isn’t involved with the lawsuit, said his review of the complaint…
September 07, 2022
Who’s Who in Women in Professional Services – Jennifer Tomeny Stacchini
Jennifer Tomeny Stacchini is a corporate attorney at Farrell Fritz, P.C. in Uniondale. Stacchini represents domestic and international clients in…
August 26, 2022
If Elon Musk Walks Away From His $44 Billion Twitter Deal, He Could Face a Legal Nightmare
M&A contracts are generally designed to insulate parties from the risk of the other side backing out. These kinds of…
May 19, 2022
The Chaotic Week Musk Tried to Buy Twitter – And the Questions That Lie Ahead
Will Twitter’s plan actually stop Musk’s purchase? Under the “poison pill” plan, Musk would have to spend an increasing amount…
April 19, 2022
Is The Twitter Board Required To Accept Elon’s Offer?
The board could reject Musk’s offer or refuse to negotiate even though the Tesla billionaire offered a substantial premium, as…
April 15, 2022
Press Releases
Jennifer Tomeny Stacchini Joins Farrell Fritz as Corporate Counsel
Farrell Fritz is pleased to welcome Jennifer Tomeny Stacchini to its Uniondale office as corporate counsel. Jennifer is a Franklin…
August 08, 2022
Pro Bono
Keeping L.I. Green while Saving Sustainable Long Island Some Green
Sustainable Long Island is a not-for-profit organization founded in 1996 by a diverse group of stakeholders in the Long Island…
August 15, 2011