CONTENT CENTER
Energy & Sustainability Connections Newsletter – August 2020
By Tom Burton and Sahir Surmeli
This issue of Energy & Sustainability Connections covers emissions-free steel producer Boston Metal, startup incubator Greentown Labs, energy policy news from Washington, recent M&A activity & more.
Management Carve-Out Plans
By Garrett Galvin
A company may find itself in a position to sell for a variety of reasons: a sale may be necessary to continue its growth, a potential buyer made an offer too good to pass up, or the owners are simply looking towards their next venture. Regardless of the reason for the sale, the prospect of selling the company can be a difficult but exciting time for all involved and it is important for the sellers to have management support of the transaction to bring it across the finish line.
BioLabs@NYULangone: Financing Strategies for Emerging Companies in the New Normal
Dan DeWolf and Samuel Effron spoke on a webinar hosted by BioLabs@NYULangone regarding financing strategies in the midst of a global pandemic.
Formation 101: Founder Stock and Vesting
In the second installment of Mintz’s multi-part series addressing common questions relating to establishing a new enterprise, Sam Effron and Sebastian Lucier discuss the issuance of shares to the founders, the mechanics and reasoning behind vesting and some important tax consequences relating to share issuances.
Energy & Sustainability Connections Newsletter – July 2020
By Tom Burton and Sahir Surmeli
This issue of Energy & Sustainability Connections covers The Clean Fight NY’s Buildings Edition program, the future of offshore energy in New England, energy policy news from Washington, recent M&A activity & more.
MintzTech Connect Industry News — June 2020
By Dan DeWolf and Samuel Effron
In Harper Lee’s book, To Kill a Mockingbird, the protagonist Atticus Finch tells his son: “One never really understands a person until you consider things from his point of view, until you climb into his skin and walk around in it”. Unless you take the time to stand in another person’s shoes and see the world from that person’s perspective, we really don’t process very well what others may be saying or feeling. In this challenging time of a global pandemic and national outrage for systemic social injustices, we urge all of our readers to listen (truly listen) to your colleagues and try to understand better what it is like to be in another person’s shoes. Black Lives Matter and it is up to all of us to listen, support each other, and to see how we can make this world better. We have assembled a list of books that may help deepen that understanding and encourage us all to work diligently to build the equitable world we all want for ourselves and our fellow citizens.
MintzEdge Entrepreneur Perspective: Jake Shapiro On The State Of The Podcasting Market
In this podcast, Jake Shapiro, the founder of RadioPublic and Podfund, explores the current state of the podcasting market and industry trends.
Energy & Sustainability Connections Newsletter – June 2020
By Tom Burton and Sahir Surmeli
The June issue of Energy & Sustainability Connections covers news about renewable energy development company East Light Partners, energy policy news from Washington, recent M&A activity & more.
Formation 101: Choosing an Entity Jurisdiction
In the first installment of Mintz’s multi-part series addressing common questions relating to establishing a new enterprise, Jeremy Glaser and Sebastian Lucier discuss the timing of forming an entity, the differences between the two most common choices (corporation and LLC) and the best jurisdiction to position a company for outside investment.
Energy & Sustainability Connections Newsletter – May 2020
By Tom Burton and Sahir Surmeli
The May issue of Energy & Sustainability Connections covers news about enVerid Systems and its CO2-reducing technology, states’ clean energy legislation, recent M&A activity, and industry webinars.
MintzTech Connect Industry News — April 2020
By Dan DeWolf and Samuel Effron
This edition of MintzTech Connect features articles on the Federal Reserve Main Street Lending Program and the pros and forms of different forms of business entities.
MintzEdge Entrepreneur Perspective: Startup Space
In this episode of MintzEdge’s From the Edge podcast, David Ponraj, a physicist-turned-analyst-turned-entrepreneur, tells Aditya Perakath, a physicist-turned-Mintz attorney, how he started his current venture: a startup designed to help other startups succeed.
Fiduciary Duties in M&A Transactions
By Page Hubben
The board of directors of a corporation owe fiduciary duties to the corporation and its stockholders under Delaware law. In most general matters, the actions and decisions of the board and the company’s officers are viewed through the standard of the business judgment rule. In a change in control transaction, however, a court reviewing the actions of a board will apply a heightened standard, and the actions and decisions of the board and officers become subject to a greater level of scrutiny. Courts often examine the board’s decision-making process, the reasonableness of actions taken and the information on which decisions are based. To build a strong case against potential litigation during a significant transaction, companies and their boards should be well informed about their duties and follow best practices for evaluating, structuring and approving a deal.
Fixing Void or Voidable Stock Issuances with Section 204 of the Delaware General Corporation Law ("DGCL")
By Paula Valencia-Galbraith
Has your corporation sold stock before having a sufficient number of shares authorized under its Certificate of Incorporation? The DGCL requires that the authorized capital be increased before the sale is consummated because the Corporation needs to create the stock it is going to sell. Without the stock’s creation there is nothing to sell to the investors and failure to increase the authorized capital could deem the sale and issuance void or voidable due to the Corporation’s failure to comply with the technicalities of the DGCL. Before 2014 there was no mechanism that could retroactively fix issuing equity with an insufficient number of authorized capital or any other type of transaction that required certain technical requirements by the DGCL. These types of mistakes led to potentially embarrassing conversations with a corporation’s investors but in 2014 this all changed.
MintzEdge 101: FDA For Start-Ups
In this episode of MintzEdge’s From the Edge podcast, Sam Effron speaks with Ben Zegarelli of Mintz about considerations for new medical device, pharmaceutical, or other health regulated start-ups and strategies for how to prepare for FDA oversight.
Key Considerations: Board of Director Composition and Director Recruiting in Early Stage Companies
By Christina Balestracci
The board of directors governs the activities of a company, overseeing and advising management while upholding its fiduciary duties to the company’s shareholders. A board is tasked with making high-level decisions, approving major policies and supervising performance and company strategy. Given its significant role, there are several important and strategic factors to consider when structuring a board of directors.
IRS Provides Additional Guidance on the Tax Treatment of Cryptocurrency
By Avi Reshtick, David Salamon
Nearly five years after the release of the only published guidance in the area, on October 9, 2019, the Internal Revenue Service (the “IRS”) issued additional guidance on the tax treatment of cryptocurrency. The additional guidance was delivered in the form of Rev. Rul. 2019-24 (the “Crypto Ruling”) and a set of Frequently Asked Questions (“Crypto FAQs”) that applies the principles outlined in the IRS’ previously issued guidance (Notice 2014-21) to an expanded set of situations.
Founder Liquidity: Key Considerations in Secondary Sales
By Soobin Kim
As a founder starts and grows a company, the founder may consider selling her shares in the company prior to an exit via a sale of the company or an initial public offering. Such sale, typically called a secondary sale, helps a founder meet needs for necessary expenditures or reduce her risk tied to the company. In the past, the founder’s sale of her shares was viewed as signaling lack of confidence and misaligning the founder’s interests, and therefore, investors often blocked the founder’s sale of her equity.
MintzEdge Entrepreneur Perspective: Una Ryan Guides Entrepreneurs From Startup To Exit
In this podcast, Una Ryan, a successful life sciences entrepreneur and investor, shares her fascinating story of how she came to the United States and became a successful life sciences entrepreneur, investor, and artist – and offers important tips to help entrepreneurs achieve success.
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