Posts Tagged ‘Rule 506’

Convertible Note Seed Financings: Founders Beware!

by Scott Edward Walker on May 15th, 2012

This post is the third part of a three-part primer on convertible note seed financings.  Part 1, entitled “Everything You Ever Wanted To Know About Convertible Note Seed Financings (But Were Afraid To Ask),” addressed the basics.  Part 2, entitled “Convertible Note Seed Financings: Econ 101 for Founders,” addressed the economics.  This part will address certain tricky issues.

[This post was originally published on TechCrunch.]


Raising Capital? 3 Tips for Entrepreneurs (Part 3)

by Scott Edward Walker on October 20th, 2011

I’ve been helping entrepreneurs raise capital as a corporate lawyer for 17+ years, and there are certain fundamental legal mistakes that I’ve seen entrepreneurs repeatedly make.  Accordingly, I thought it would be helpful to share three tips for entrepreneurs in connection with raising capital.  This is part three of a three-part series, which was  originally published on The Huffington Post.


“Ask the Business Attorney” – Will the New Financial Reform Bill Destroy Angel Investing?

by Scott Edward Walker on July 21st, 2010


This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat.  Below is a longer, more comprehensive version.  Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998.  Many thanks, Scott


A Personal Letter to Senator Dodd Regarding His Anti-Angel Investment Bill

by Scott Edward Walker on March 31st, 2010

Below is a copy of the letter I just emailed to Senator Dodd’s office with respect to his new financial regulatory reform bill and its material adverse effect on angel investments. 


“Ask the Attorney” – Securities Laws

by Scott Edward Walker on January 12th, 2010


This post is part of a new series entitled “Ask the Attorney,” which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”

The goal here is two-fold: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain english (as opposed to legalese).


Sec Form D And Related Securities Laws: Q&A For Entrepreneurs

by Scott Edward Walker on November 3rd, 2009

As I mentioned in a recent post, one of things that surprised me when I moved to Southern California from New York City in 2005 was the lack of sophistication of some of the players in the so-called “middle market.”  Indeed, I was particularly surprised to see so many investment bankers and other intermediaries running around and raising capital for private companies without being registered as a “broker-dealer” with the Securities and Exchange Commission (the “SEC”).  As I have previously discussed (see mistake #4 here ), this is a huge potential problem for the issuer, particularly in light of the recent changes to SEC Form D.  Accordingly, I thought it would be helpful to entrepreneurs to provide them with a basic understanding of the new, revised Form D and related securities laws via a question-and-answer format.  (more…)

Launching A Venture: Ten Tips For Entrepreneurs

by Scott Edward Walker on September 15th, 2009

Below are ten tips for entrepreneurs who are launching a startup that will seek venture capital (“VC”) financing.

1.  Protect Yourself from Personal Liability.  The entrepreneur’s first step in connection with launching a startup should be to form an entity that will protect against personal liability.  As discussed below, a Delaware C-corporation is generally the recommended choice; however, in certain rare circumstances, it may be prudent for the entrepreneur to form an S-corporation or a limited liability company to obtain “pass-through” tax treatment (and then convert the entity to a C-corporation down the road, if necessary).  The bottom line is that the entrepreneur should seek the advice of corporate and tax counsel in connection with the formation of any business organization (e.g., shareholders in S-corporations — as opposed to C-corporations — are not eligible for the “qualified small business stock” capital gains tax break; and losses in C-corporations may be deductible up to $50,000/yr. or $100,000/yr. on a joint return with respect to “Section 1244 stock”). (more…)