Business Transactions, Antitrust, & Securities Law

Legal concepts related to business transactions, antitrust law, and securities regulation.

• Private Equity - Explained
• What are Securities Laws?
• Startups and Securities Laws - Explained
• Registration Statement - Explained
• Startup Disclosure Requirements - Explained
• Integration and Aggregate Offering Amount - Securities Law
• Exceptions to General Solicitation Prohibition - Securities Law
• Funding a Business with Company Revenue - Explained
• Personally Fund a Business - Explained
• Funding from Friends Family and Fools - Explained
• Funding a Business with Loans - Explained
• Fund a Business with Promissory Notes - Explained
• Funding from Equity Investors - Explained
• Issuing Debt vs Equity - Explained
• Business Plans for Loans - Explained
• Business Plan for Investors - Explained
• Angel and Venture Capital Investment - Explained
• Angel Investment - Explained
• Venture Capital Investment - Explained
• Initial Steps in Setting up a Business Entity - Explained
• Change of Control Vesting - Explained
• Venture Capital Deal Process - Explained
• Series A Funding - Explained
• Standard Equity Financing Documents - Explained
• Board and Shareholder Approval of Equity Funding - Explained
• Due Diligence - Explained
• Stock Purchase Agreement - Explained
• Company Legal Opinion - Explained
• Rolling Closing Date - Explained
• Legal Fees in a Funding Transaction - Explained
• Term Sheet Provisions for Equity Funding - Explained
• Dividend Rights - Term Sheet Provisions
• Liquidation Preference - Term Sheet Provision
• Participation Rights - Term Sheet Provision
• Liquidation Preference in Subsequent Financing Rounds - Explained
• Redemption Rights - Term Sheet Provision
• Conversion Rights - Term Sheet Provision
• Anti-Dilution Protection - Term Sheet Provision
• Full Ratchet Anti-dilution Protection - Explained
• Weighted Average Anti-dilution Protection - Explained
• Broad Based & Narrow Based Calculation - Antidilution Protection
• Carveouts to Antidilution Protection - Explained
• Protective Provisions - Term Sheet Provision
• Drag Along Rights - Term Sheet Provision
• Registration Rights - Term Sheet Provision
• Board Observer Rights of Investors - Term Sheet Provisions
• Management and Information Rights - Term Sheet
• Special Employee Provisions - Term Sheet Provisions
• Securities Law (Intro)
• Antitrust Law - Overview
• Antitrust Law - Explained
• Sherman Act - Horizontal Restraint of Trade - Explained
• Sherman Act - Sharing of Information - Explained
• Sherman Act - Refusal to Deal - Explained
• Sherman Act - Horizontal Territorial Agreement - Explained
• Sherman Act - Horizontal Price Fixing - Explained
• Sherman Act - Vertical Price Fixing and Maintenance - Explained
• Sherman Act - Exclusive Dealing Arrangements - Explained
• Sherman Act - Product Tying - Explained
• Sherman Act - Vertical Territorial Agreements - Explained
• Sherman Act - Monopolization - Explained
• Clayton Act - Price Discrimination - Explained
• Clayton Act Section 3 - Exclusive Dealing
• Clayton Act - Reciprocal Dealing Arrangements - Explained
• Clayton Act - Tying Arrangements - Explained
• Clayton Act - Mergers and Acquisitions - Explained
• Federal Trade Commission Enforcing Antitrust Laws
• Sherman Act - Explained
• Clayton Act - Explained
• Antitrust - Rule of Reason and Per Se Illegality
• Sanctions Under Antitrust Law - Explained
• Sherman Act Monopoly - Explained
• Exemptions from Antitrust Regulation - Explained
• What are Securities Laws? - Explained
• Who is Regulated in a Securities Issuance?
• Disclosure Documents in a Securities Issuance - Explained
• Limitations During Securities Issuance Process
• Classification of Issuers of Securities - Explained
• Securities Issuance - Prefiling Period - Explained
• Securities Issuance - Post-filing Waiting Period - Explained
• Emerging Growth Company - Explained
• Types of Information Disclosed in Securities Issuance - Explained
• Rules Governing Disclosure during Registration Process - Explained
• Exempt Securities and Exempt Transactions - Explained
• What is a Security? - Explained
• Restricted Securities - Explained
• Section 3A Securities Registration Exemption - Explained
• Section 4 Securities Exemption - Explained
• Section 4(a)(5) Securities Registration Exemption - Explained
• Regulation D Securities Exemption - Explained
• Rule 504 Securities Registration Exemption
• Rule 505 Securities Registration Exemption
• Rule 506b - Securities Exemption
• Investment Contract (Securities Law) - Explained
• Rule 506c - Securities Exemption
• Restricted Securities and Rule 144 - Explained
• Disclosure Requirements of Regulation D - Explained
• Regulation D - Form D Filing Requirement
• Result of Failure to Comply with Securities Registration
• Crowdfunding and Securities Laws - Explained
• Civil Liability Under Section 11 of the 1933 Act - Explained
• Civil Liability Under Section 12 of the 1933 Act - Explained
• Defenses in Section 11 and 12 Securities Actions - Explained
• Major Federal Securities Laws - Explained
• Liability Under Section 17 of the 1933 Act - Explained
• Requirement to Register Securities Under 1934 Act - Explained
• Reporting and Disclosure Requirements Under 1934 Act - Explained
• Liability Under Section 10 and Rule 10b5 - Explained
• Liability for Insider Trading Under Rule 10b5 - Explained
• Damages Available in Rule 10b5 Action - Explained
• Insider Trading Under Section 14 of the 1934 Act
• Insider Trading Under Section 16 of 1934 Act - Explained
• Liability Under Section 18 of 1934 Act - Explained
• Securities Enforcement Remedies Act - Explained
• Securities Issuances Regulated by State Law
• Registration Requirements Under State Law - Explained
• Coordinated Registration Under State Securities Law - Explained
• Criminal Liability Under 1933 Act - Explained
• Securities and Exchange Commission (SEC) - Explained
• Initial Public Offering (IPO) - Explanation
• Direct Public Offering - Explained
• What is an Offer to Sell Securities?
• Regulatory Goals of the Security Laws - Explained
• Securities Act of 1933 - Overview
• Securities Registration Exemption - Section 3b - Explained
• Rule 147 and Section 3 Exemption - Explained
• Regulation A Exemption - Securities Law
• Securities Exchange Act of 1934 - Explained
• Criminal Liability - Securities Exchange Act of 1934 - Explained
• Securities Registration Post-Effective Period - Explained
• Exemptions from '33 Act Registration Requirements - Explained
• Liability Under the Securities Act of 1933
• Contract Combination Conspiracy in Restraint of Trade - Explained
• Blue Sky Laws - Explained
• Major Antitrust Laws - Explained
• Venture Capital Exemption - Investment Advisors Act
• Escrowed Securities - Explained
• Earnout (Sale of Business) - Explained
• Deficiency Letter (Securities Law) - Explained
• Down Round (Finance) - Explained
• Drive-by Deal (Venture Capital) - Explained
• Deal Flow (Finance) - Explained
• De Facto Merger - Explained
• Electronic Data Gathering Analysis and Retrieval (EDGAR) - Explained
• Employee Buyout (EBO) - Explained
• Herfindahl Hirschman Index (HHI) - Explained
• Registration (Securities) - Explained
• Rights Offering (Stock Issuance) - Explained
• Redeemable Shares of Stock - Explained
• Registered Investment Advisor - Explained
• Regulation FD - Explained
• Regulated Investment Company - Explained
• Right of First Offer - Explained
• Reverse Takeover (RTO) - Explained
• Rule 144A Securities Regulation - Explained
• National Association of Securities Dealers (NASD) - Explained
• No Shop Clause - Explained
• Negative Control Provisions - Term Sheet
• Celler-Kefauver Act - Explained
• Central Registration Depository - Explained
• Form 10-K - Explained
• SEC Form S-1 - Explained
• SEC Form S-4 - Explained
• State Securities Laws - Blue Sky Laws
• FTC Act - Antitrust Law - Explained
• Best Efforts (IPO Underwriting) - Explained
• Callable Preferred Stock - Explained
• Carve Out - Explained
• Collusion - Explained
• Conversion of a Financial Asset - Explained
• Clawback - Explained
• International Securities Identification Number (ISIN) - Explained
• Insider Trading - Explained
• Lead Investor (Venture Capital) - Explained
• Liquidity Event - Explained
• Liquidation - Explained
• Letter of Intent - Explained
• Leveraged Buyout (LBO) - Explained
• Option Pool - Explained
• Piggyback Registration - Explained
• Post-Money Valuation - Explained
• Pre-Money and Post-Money Cap Table - Explained
• Private Placement - Explained
• Privitization - Explained
• Price Discrimination - Explained
• Oversubscription (IPO) - Explained
• Over the Counter Trade - Explained
• Lock Up Period (Securities) - Explained
• Prospectus (Securities) - Explained
• Pay to Play (Securities) - Explained
• Private Company - Explained
• Passive Foreign Investment Company - Explained
• Private Placement Memorandum (PPM) or Offering Memorandum - Explained
• Right of First Refusal - Explained
• Reverse Vesting (Stock Options) - Explained
• Redemption Period - Explained
• Seed Capital - Explained
• Regulation S-B - Explained
• Regulation S-K - Explained
• Regulation S-X - Explained
• Reporting Company - Explained
• Subscription Agreement - Explained
• Staying Private - Explained
• Recoupment - Explained
• Realized Pay - Explained
• Regulation S - Explained
• Private Placement Financing - Explained
• Abbrochment - Explained
• Series or Rounds of Financing (Startups) - Explained
• Standard Industrial Classification (SIC) Code - Explained
• Summary Compensation Table - Explained
• Business Development Company - Explained
• Private Investment Company - Explained
• General Solicitation (Securities) - Explained
• Arm's Length Transaction - Explained
• Conversion Ratio (Securities) - Explained
• Tying Arrangement - Explained
• Syndicate - Explained
• Treasury Stock - Explained
• Unit Offering (Securities) - Explained
• Uniform Securities Act - Explained
• Takedown (Stock Issuance) - Explained
• Up Round - Explained
• Targeted Registered Offering - Explained
• Tag Along Rights - Explained
• Venture Debt - Explained
• Vesting Schedule - Explained
• World Business Angels Association - Explained
• Backdoor Listing - Explained
• Vesting - Explained
• Crowdfunding - Explained
• Hart Scott Rodino Act - Explained
• Merger - Explained
• Option (Securities) - Explained
• Tender Offer - Explained
• Term Sheet - Explained
• Venture Capital - Explained
• All Holders Rule - Explained
• Blockholder (shareholder) - Explained
• Blind Pool - Explained
• Blank Check Preferred Stock - Explained
• Bullet Dodging (Stock Options) - Explained
• Acceleration (Securities Act) - Explained
• Basket Purchase - Explained
• Offering Circular (Securities) - Explained
• If-Converted Method (Securities) - Explained
• Warrant Coverage (Stock) - Explained
• Buyout (Company) - Explained
• Buyback (Stock) - Explained
• Buy In Management Buyout (BIMBO) - Explained
• Takeover (Corporate) - Explained
• Undetachable Stock Warrant - Explained
• Underwriter Syndicate (IPO) - Explained
• Backstop (Securities Issuance) - Explained
• Backstop Purchaser (Security Issuance) - Explained
• Fair Funds for Investors - Explained
• Laddering (IPO) - Explained
• Management and Employee Buyout - Explained
• Washout Round (Venture Capital) - Explained
• Undersubscribed (IPO) - Explained
• Certified Financial Divorce Practitioner - Explained
• Price Fixing - Explained
• Preliminary Prospectus - Explained
• Committed Capital - Explained
• Venture Capital Backed IPO - Explained
• Vertical Merger - Explained
• Master Fund (Investments) - Explained
• White Knight - Explained
• White Squire - Explained
• Common Stock Equivalent - Explained
• Restricted Stock - Explained
• Restricted Stock Unit - Explained
• Conversion Price - Explained
• Shelf Offering - Explained
• Shelf Registration - Explained
• Short Sale Rule - Explained
• Short-Swing Profit Rule - Explained
• Equity Compensation - Explained
• Subscription Right (Shareholders) - Explained
• Straw Buyer - Explained
• Turnaround (Company) - Explained
• Two and Twenty (Compensation) - Explained
• Subscribed (Securities) - Explained
• Roadshow (IPO) - Explained
• Small Company Offering Registration (SCOR) - Explained
• Sophisticated Investor (Securities) - Explained
• Direct Public Offering - Explained
• Disgorgement - Explained
• Distribution Waterfall - Explained
• Share Repurchase Agreement - Explained
• Share Purchase Rights - Explained
• Reverse Triangular Merger - Explained
• Schedule K-1 - Explained
• CINS Number - Explained
• Cash-Out Merger - Explained
• Schedule 13D (SEC) - Explained
• Forward Triangular Merger - Explained
• Safe Harbor (Generally) - Explained
• Secondary Offering - Explained
• Accelerated Share Repurchase - Explained
• Accelerated Vesting - Explained
• Friendly Takeover (Company) - Explained
• Full Ratchet (Anti-Dilution) - Explained
• Tuck-In Acquisition - Explained
• Accumulating Shares - Explained
• Adjustable Rate Preferred Stock - Explained
• Accelerated Resolution Program - Explained
• Academy of Financial Divorce Practitioners - Explained
• Strategic Buyer - Explained
• Classified Shares - Explained
• Exempt Transaction (Securities) - Explained
• Non-Accredited Investor - Explained
• Sweat Equity - Explained
• Friends and Family Shares - Explained
• Escrow - Explained
• Fully Subscribed (IPO) - Explained
• Going Private (Company) - Explained
• Blank Check Company - Explained
• Phantom Stock Plan - Explained
• Material Insider Information - Explained
• Insider Information (Securities) - Explained
• Monopolistic Competition - Explained
• Cliff Vesting - Explained
• Mergers and Acquisitions - Explained
• Lock-Up Agreement (Stocks) - Explained
• Intrastate Offering (Securities) - Explained
• Investment Advisors Act of 1940 - Explained
• Corporate Raider - Explained
• Standstill Agreement - Explained
• Misappropriation Theory (Trading) - Explained
• Bailout (Company) - Explained
• Spinoff (Company) - Explained
• Spin Out (Company) - Explained
• Stock Appreciation Right - Explained
• Dilutive Acquisition - Explained
• Seasoned Issue (Stock) - Explained
• Institutional Buyout - Explained
• Bid Rigging - Explained
• High Net Worth Individual - Explained
• Indication of Interest - Explained
• Special Purpose Vehicle / Special Purpose Entity - Explained
• Secondary Buyout - Explained
• Regulation SHO - Explained
• Franchise Disclosure Document - Explained
• IPO Lockup - Explained
• Convertible Adjustable Preferred Stock - Explained
• Control Premium (Stock) - Explained
• Corporate Kleptocracy - Explained
• Carried Interest - Explained
• Break Up Fee (M&A) - Explained
• Minority IPO - Explained
• Gray Knight (Hostile Takeover) - Explained
• Bought Deal (IPO) - Explained
• Closed-Market Transaction - Explained
• Bailout Takeover - Explained
• All Cash All Stock Offer - Explained
• People Poison Pill - Explained
• Busted Takeover - Explained
• Pathfinder Prospectus - Explained
• Preferred Equity Redemption Stock - Explained
• Letter of Comment - Explained
• Direct Stock Purchase Plan - Explained
• Bust-Up Takeover - Explained
• Form S-3 Filing - Explained
• Form S-8 Filing - Explained
• Dirks Test - Explained
• Average Cost Pricing Rule - Explained
• Pump and Dump - Explained
• Best Price Rule - 14D-10 - Explained
• Clayton Act - Antitrust Law
• Securities Laws Overview
• Underwriter (Investment Banking) - Explained
• What Happens to Non-Vested Stock Options?
• Structure a Seed Round with Non-Accredited Investors - Explained
• Initial Coin Offering - Explained
• ICO vs Venture Capital Funding - Explained
• How to Relocate a Business to the US
• Best Time to Seek out VC Funding - Explained
• Incorporate in Delaware or California?
• Franchise Taxes for an LLC in California
• Enterprise vs Seed Enterprise Investment Scheme - Explained
• Tools for Setting up a Startup
• How Much Equity to Compensate Early Employees
• Does California Company Pay Delaware Taxes?
• Buying Real Estate as an LLC - Explained
• Exercising a Stock Option - Explained
• Authority to Sign a Contract - Explained
• 83(b) Election & Stock Options - Explained
• How to Calculate Ownership Percentage - Explained
• Pros of Cons in Raising Venture Capital - Explained
• Venture Capital Exemption from Investment Advisor's Act - Explained
• How to Start a VC Fund - Explained
• How to Start and Angel Fund - Explained
• Typical Legal Provisions for a Seed Round - Explained
• Management Company in a VC Fund - Explained
• SAFE, Convertible Note, or Equity - Explained
• Friends and Family Round vs Angel Round - Explained
• Seed Round - Explained
• Why You Need an LLC Agreement - Explained
• Turn Provisional Patent into a Non-Provisional Patent
• Anti-Dilution - Term Sheet Provision
• Should I Grant Stock or Options?
• Capitalization Table - Explained
• Accelerated Vesting of Stock Options - Explained
• Legal Considerations when Issuing Equity
• How to Grant Common Stock - Explained
• Can an Employer Claim Ownership of My Business?
• Steps in the Incorporation Process
• Book Value (Company) - Explained
• Forward Looking (Accounting) - Explained