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How I Quit My Big Law Firm Job, Moved to an Island, and Built a Thriving Boutique Practice Closer to Nature
It was the spring of 2015: I was a corporate law partner in the Austin office of a 200-lawyer firm with a successful practice. The firm was collegial and my partners were smart and amiable. Our two kids, then ages 6 and 7, enjoyed Texas life, friends, and attended an excellent school. My wife, Shannon, had a lifelong group of friends and family and a thriving yoga teaching ...
Top 10 Negotiation Points for Sellers in M&A Investment Banking Engagement Letters
Engaging a reputable investment bank to assist in the sale of a business is generally money well spent. A good investment bank will work diligently to maximize the seller’s enterprise value and coordinate a disciplined, organized, and successful transaction. This article discusses the top ten negotiation issues in investment banking engagement agreements. Although the recommendations below are designed mainly to benefit the business seller, they are also intended to be reasonable to the investment bank. For the purposes of this article, ...
#MeToo: Use a “Morals Clause” in Contracts to Deter and Quash Perpetrators of Misconduct
Morals clauses (or morality clauses) have long been part of celebrity, musician, athlete and other talent contracts. With widespread revelations of sexual harassment and other misconduct in the wake of the #MeToo movement, the use of morals causes is expanding beyond traditional talent contracts to executive employment, consulting, distribution, and other contractual arrangements.A morals clause gives one party the right to terminate the contract if the other party does not meet a certain behavioral standard. The standard is ...
Two Client Case Studies: How to Raise Capital Using the New SAFE for LLCs
I created the Simple Agreement for Future Equity (SAFE) for LLCs for my LLC clients that needed a simple financing instrument to raise capital swiftly without much legal expense, while retaining pass-through tax treatment for their businesses. The SAFE for LLCs is an alternative to the Y Combinator SAFE, which is designed specifically for C-Corporations. With the passage of the Tax Cuts and Jobs Act of 2017, the LLC remains an excellent structure for many business entities, the individual owners of ...
Introducing the Simple Agreement for Future Equity (SAFE) for LLCs
Updated February 22, 2023: All versions of the model form Safe for LLCs are available at JDForm, including the: Post-money Safe for LLCs with valuation cap (short form); Post-money Safe with discount (short form); and Pre-money long-form Safe with optional discount and valuation cap (original). The Safe for LLCs is the first Safe specifically designed for limited liability companies classified under U.S. federal tax law as partnerships or disregarded entities. Do not use the Safe ...
Beware of “Hotel California” Contracts
Beware of what I call "Hotel California" contracts. These are contracts that may be easy to enter into but difficult to leave (i.e., terminate). Before you sign a new contract, train yourself to think like a spy entering a hotel lobby, "Where are my exits if things go awry?" For more on this, please read my article: "Your Right to Terminate: Quite Possibly the Most Important Right in Your Business Contract." Relationships change, and some ...