Author Archives: Jay Butchko
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 »
Form 8-K Reporting Obligations: Strategic Compliance for Timely Disclosure of Material Events
Publicly traded companies face an intricate array of regulatory obligations aimed at maintaining transparency and protecting investors. One of the essential filings companies must master is the Form 8-K, which is mandated by the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934. This form serves as a timely communication tool,… Read More »
Crowdfunding Under Regulation CF: Legal Considerations for Florida Startups Seeking Capital
How to Raise Up to $5 Million Without Traditional Venture Capital For early-stage companies in Florida, raising capital can be one of the most daunting challenges in launching or scaling a business. Traditional venture capital is often out of reach, and small business loans may come with personal guarantees or rigid underwriting criteria. Regulation… Read More »
Navigating Rule 144: When and How Restricted Securities Can Be Resold Without SEC Registration
Liquidity Options for Private Company Stakeholders For founders, early investors, and employees of private companies, equity can represent the lion’s share of personal wealth. Yet turning that equity into liquid assets isn’t always straightforward, especially when the securities in question are “restricted” under federal securities laws. Fortunately, Rule 144 of the Securities Act of… Read More »
The SEC’s Cybersecurity Rules: What They Mean for Florida Public Companies and Reg A Issuers
Navigating Cyber Disclosure Obligations in a Risk-Intensive Digital Era Cybersecurity is no longer just a technology issue—it is now a material concern for investors, regulators, and corporate leadership. In 2023, the U.S. Securities and Exchange Commission (SEC) adopted enhanced cybersecurity disclosure rules that significantly reshape the reporting landscape for public companies. These rules also… Read More »
