Author Archives: Jay Butchko
Florida Notice Filings Under Rule 506: What Issuers Still Must Do After Federal Preemption
One of the most common and costly misunderstandings in private securities offerings is the belief that federal preemption under Regulation D eliminates all state-level obligations. Florida issuers relying on Rule 506(b) or Rule 506(c) quickly learn that while federal law limits substantive state review, it does not eliminate Florida’s authority altogether. In practice, this… Read More »
Florida Securities Regulation vs. Federal Oversight: When Must a Business Comply With Both?
Businesses raising capital often assume securities compliance is a single-track exercise: either federal law applies or state law applies. In reality, securities regulation is a layered system, and many Florida companies are required to comply with both federal securities laws and Florida’s own regulatory framework at the same time. Understanding when dual compliance is… Read More »
Selling a Florida Business: Legal Due Diligence and Representations That Can Make or Break the Deal
For many business owners, selling a company is the culmination of years, sometimes decades, of work. It is also one of the most legally complex transactions they will ever face. While buyers tend to focus on price, sellers often underestimate how due diligence, representations and warranties, and post-closing liability can affect not only the… Read More »
Raising Friends and Family Capital: Avoiding Securities Violations in Informal Rounds
For many entrepreneurs, the first infusion of capital doesn’t come from a venture capitalist or angel investor—it comes from people they know personally. Friends and family often step up to support a new business idea, offering financial backing based on trust and relationships rather than formal due diligence. Yet what many founders overlook is… Read More »
What Every Startup Needs to Know About Pre-Money and Post-Money Valuation in Convertible Instruments
Startup founders often focus on raising capital quickly, eager to fuel growth and innovation. Yet many overlook one of the most consequential aspects of early financing: understanding how pre-money and post-money valuations work, especially in the context of convertible notes, SAFEs (Simple Agreements for Future Equity), and other convertible instruments. Misunderstanding these valuation mechanics… Read More »
Founders’ Equity: Structuring Ownership Splits to Prevent Future Litigation
Launching a new business is often an exciting collaboration among friends, colleagues, or investors who share a common vision. But as any seasoned entrepreneur or Florida business and corporate lawyer can attest, enthusiasm at the formation stage must be tempered with careful legal planning—particularly when dividing equity among founders. Early-stage ownership decisions have long-term… Read More »
Successor Liability in M&A Deals: When Buyers Inherit the Seller’s Legal Exposure
In mergers and acquisitions (M&A), successor liability is a critical legal concept that buyers must fully understand to avoid unintentionally inheriting liabilities from the companies they acquire. Successor liability occurs when the acquiring entity becomes responsible for the legal obligations or liabilities of the acquired business. Whether you are structuring your transaction as an… Read More »
Digital Promissory Notes and e-Signatures: Enforceability Under Florida and Federal Law
The evolution of financial technology, often referred to as fintech, has significantly transformed traditional financial instruments, especially promissory notes. Digital promissory notes and electronic signatures (e-signatures) represent a notable shift from conventional paper documents, streamlining transactions, enhancing efficiency, and fostering innovation. However, this shift raises critical legal questions concerning the enforceability of such digital… Read More »
Assigning Intellectual Property at Startup: Why DIY IP Agreements Lead to Ownership Disputes
Every startup begins with an idea—an innovation, an algorithm, a brand name, or a unique process that distinguishes it from competitors. That idea is intellectual property (IP), and it’s often the company’s most valuable asset. Yet many early-stage founders overlook the formalities of assigning IP to the business entity. They assume that because they… Read More »
Navigating Information Statements on Schedule 14C: Disclosure Best Practices and Common Challenges
Companies registered with the Securities and Exchange Commission (SEC) regularly face a wide range of reporting obligations designed to ensure transparency and protect investors. Among these reporting obligations, Schedule 14C information statements hold particular importance. Schedule 14C is utilized by corporations to communicate significant corporate actions to shareholders when shareholder votes are not solicited…. Read More »
