By: José Padilla In a move that has caught the attention of entrepreneurs and investors across the United States, the Corporate Transparency Act (“CTA”), which went into effect on January 1, 2024, is expected to impact more than 32 million

By: José Padilla Qualified Small Business Stock (“QSBS”, for short) is stock in a small business that may qualify for a tax exemption pursuant to Section 1202 of the Internal Revenue Code.  Under this tax benefit, eligible shareholders are permitted

By: José Padilla New startups often launch with 10 million authorized shares. Founders often ask me, “Why 10 million shares?” Before answering how many shares of stock a new startup should issue, founders must first understand the difference between authorized, issued,

By: Dan Artaev and José Padilla A security token offering (or “STO”) is a 21st century blockchain-based alternative to a traditional issuance of equity to raise company funds. Instead of selling shares of stock in a corporation represented by a

By Dan Artaev Video games are quintessential contests of skill and online multiplayer modes are a must in most modern video games. And yes, playing skill video games for real money prizes is legal in the majority of U.S. states. Some of

SEC Changes in Accredited Investor Definition Last year, the Securities and Exchange Commission (SEC) amended the definition of “accredited investor” to to expand the definition beyond specific income or net worth tests.  This is important because the sale of securities

While many startup companies give stock options to employees, others give restricted stock to its founders and some employees.  “Restricted stock” is stock that is granted to a stockholder, but that is restricted because it cannot be transferred or sold

Filing an 83(b) election for beneficial tax purposes (as explained here ) requires (1) that you own securities and (2) that those securities are subject to restrictions that cause a substantial risk of forfeiture. When you receive stock options , you

Venture capital investors invest in companies in the hopes that later rounds of investment will increase the valuation of the company. As more investors invest in a given company, the percentage of the company that each investor owns decreases, but

If you have a startup, you have likely heard many times that you must be a Delaware Corporation.  What happens if you formed as an LLC in your home state?  Fortunately, Delaware allows for a simple entity conversion from a