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Seller Considerations When Negotiating a Letter of Intent
Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as price, the structure of the deal, exclusivity, and confidentiality. However, sellers generally want, and should push for, additional details before agreeing to exclusively negotiate with a potential buyer. Below are some of the key items that sellers should ensure they have a full understanding of.
The Delaware Empire Strikes Back to Protect its Turf!
On March 2025, a sweeping reform of the Delaware General Corporation Law (DGCL) took effect. SB 21 codifies safe harbors for conflicted transactions, clarifies director independence standards, and significantly tightens shareholder inspection rights. The new law reflects Delaware’s strategy to maintain its position as the corporate domicile of choice amid growing competition from states like Texas and Nevada.
SEC Provides Further Clarity in Rule 506(c) Offerings
Recent regulatory developments in the crypto asset and financial technology space suggest that US regulators may be shifting toward a more balanced approach — one that prioritizes clearer regulations while fostering innovation over a more enforcement-driven strategy. President Trump’s recent executive order on this topic reshapes the Biden administration’s approach to crypto assets by eliminating many of the prior administration’s policies on crypto and establishing the President’s Working Group on Digital Asset Markets (Working Group).
MintzTech Connect: All Things Technology — April 2025
As we turn our thoughts to 2025, there is clearly significant enthusiasm in the financial world for a bust-out year in venture capital. Anecdotally, we can readily see that the number of transactions is increasing, and perhaps we are witnessing a paradigm change with a new robust market for private company financings. Hopefully, the dam holding back IPOs will break in 2025. Deal flow is definitely increasing, especially with respect to any enterprise related to AI.
Delaware’s Corporate Law in the Culture War: What It Means for Startups and Founders
Controversial rulings—combined with high-profile criticism from high profile figures like Elon Musk—have sparked a broader debate about whether companies should explore alternatives…
A New Era for Crypto Regulation & Innovation? The Crypto Executive Order, a Rebooted SEC Crypto Task Force & the Journey Ahead
Recent regulatory developments in the crypto asset and financial technology space suggest that US regulators may be shifting toward a more balanced approach — one that prioritizes clearer regulations while fostering innovation over a more enforcement-driven strategy. President Trump’s recent executive order on this topic reshapes the Biden administration’s approach to crypto assets by eliminating many of the prior administration’s policies on crypto and establishing the President’s Working Group on Digital Asset Markets (Working Group).
The State of the Funding Market for AI Companies: A 2024 - 2025 Outlook
Artificial intelligence (AI) has emerged as an influential technology, driving notable investments across various industries in recent years. In 2024, venture capital (VC) funding for AI companies reached record levels, signaling ongoing interest and optimism in the sector’s potential. Looking ahead, 2025 is anticipated to bring continued innovation, with promising funding opportunities and a growing IPO market for AI-driven businesses.
Key Considerations for the Prospective Blockchain Investor
Prospective purchasers of blockchain assets can now navigate through global exchanges (i.e., Coinbase or Kraken) to invest in various forms of tokens. Investments in tokens, however, are only the tip of the iceberg for those who are interested in undertaking financial exposure in blockchain projects. Here, we will provide a high-level overview of common forms of securities that blockchain investors may choose to acquire.
USPTO Issues Artificial Intelligence Strategy
Artificial Intelligence (AI) in intellectual property is as big – and as fast-changing – a topic as ever. On January 14, 2025, the U.S. Patent and Trademark Office (USPTO) published an Artificial Intelligence Strategy (“USPTO’s AI Strategy”) document which discusses how the USPTO “aim[s] to address AI's promise and challenges across intellectual property (IP) policy, agency operations, and the broader innovation ecosystem.”
Trump Executive Order Takes on DEI in the Workplace: Practical Considerations for Private Employers
President Trump has issued a flurry of wide-ranging executive orders intended to shake up the employment landscape. One of those orders, entitled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” (the “Executive Order”), takes aim at non-compliant DEI programs and policies. But as we’ll discuss more, these developments do not compel private employers to rescind their DEI programs and policies entirely; instead, employers should use the Executive Order as an opportunity to review their existing programs and policies to ensure that they (i) continue to align with their mission and organizational goals, (ii) are legally compliant in light of the change in administration, and (iii) whether subsequently modified or not, thereafter are effectively communicated to stakeholders.
MintzTech Connect: All Things Technology — January 2025
As we turn our thoughts to 2025, there is clearly significant enthusiasm in the financial world for a bust-out year in venture capital. Anecdotally, we can readily see that the number of transactions is increasing, and perhaps we are witnessing a paradigm change with a new robust market for private company financings. Hopefully, the dam holding back IPOs will break in 2025. Deal flow is definitely increasing, especially with respect to any enterprise related to AI.
Early- and Growth-Stage Companies in Distress: What Directors Need to Know about their Fiduciary Duties
In this article we provide practical guidance for directors of Delaware corporations in these moments of distress, including an overview of how fiduciary duties change as a company approaches or enters insolvency. Our advice is targeted to early- and growth-stage companies, but the principles here will apply to all Delaware corporations, regardless of size.
MintzTech Connect: All Things Technology — September 2024
We lead off this Tech Connect with an article about a federal court blocking the FTC’s efforts to limit non-competition restrictions. It’s a huge blow to the FTC’s efforts, but this issue will need to wind its way through the court system before there is a clear resolution. We follow with a terrific article regarding issues that foreign companies must be mindful of as they expand into the US. Lastly, our company spotlight is on an interesting new enterprise called GUDEA. GUDEA is a pioneering technology company revolutionizing how digital narratives are understood and managed.
VC Funds Warehousing Investments: Traps for the Unwary
One of the challenges facing venture capital firms is how to handle investments in portfolio companies prior to the initial close (“Initial Close”) of a new fund (“New Fund”). Typically, the investment advisor (“VC Advisor”), or a person wholly owned or controlled by the VC Advisor, will make such investment, “warehouse” it, and then transfer such investment to the New Fund promptly after the Initial Close. This strategy has been very effective for many fund managers as it enables them to commence the creation of a diversified portfolio of interesting companies for its future limited partners prior to the time of the Initial Close. While this is an effective strategy for fund raising purposes, VC Advisors should be aware of some of the pitfalls with warehousing investments.
MintzTech Connect: All Things Technology — June 2024
We lead off this MintzTech Connect with a summary of the FTC’s new rules relating to post-employment non-competition provisions. The second article is about qualified small business stock (QSBS) and the issues that may arise when converting a company from an LLC into a corporation. Our client spotlight is on a company called, Radicle Science, which is focused on wellness and AI-powered technologies. Radicle Science was recently named a KPMG Top 10 “Tech Innovator”! Lastly, we are including a video clip from our recent co-sponsored event with the Sustainable Media Center, which featured a discussion between Jonathan Haidt, author of The Anxious Generation, and well-known podcaster and professor Scott Galloway.
Tech Funding, IPOs are Less Frequent in 2024
The number of venture capital dollars flowing to Greater San Diego technology companies is becoming less frequent in 2024, a trend mirroring national investment activity that appears to favor bigger bets at the expense of more frequent ones.
Checklist for Foreign Companies Expanding into the US
You’re a foreign company looking to set up shop in the United States. You have weighed the pros and cons of expanding your business into the United States, confirmed the compatibility of any products or services you offer with the US market, and have a team ready to expand your business in the United States. All you need now is to make sure you have checked all the legal and regulatory boxes. We’ll walk you through those boxes, like choosing a business structure, navigating laws and regulations concerning immigration, employment, and taxes, securing funding and real estate, and more. With smart planning and preparation, your company can thrive on this side of the pond.
The Sustainable Media Center: Gen-Z, Politics, and Social Media in America
Mintz hosted the Sustainable Media Center at our New York Office for a candid conversation on Gen-Z, politics, and social media in America. Dan DeWolf provided opening remarks and the fireside chat featured bestselling author Kurt Andersen and journalist Kanika Mehra.
After Months of Uncertainty, a Federal Court Has Blocked the FTC’s Non-Compete Rule on a Nationwide Basis
Barring any intervening appellate activity, the FTC’s rule will no longer go into effect on September 4, 2024 (the original effective date), employers will not be required to void employees’ existing non-competes covered by the rule, and employers are no longer required to send employees notices regarding the status of any non-competes.
USCIS Announces Adjustments to Thresholds in International Entrepreneur Parole Rule
US Citizenship and Immigration Services (USCIS) published a final rule adjusting the investment and revenue thresholds for International Entrepreneur Parole program (IEP) eligibility, effective October 1, 2024.
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