founder dilution

How to Structure a Delaware SAFE Note Round Without Triggering Securities Law Violations or Unintended Tax Consequences

How to Structure a Delaware SAFE Note Round Without Triggering Securities Law Violations or Unintended Tax Consequences

A Delaware SAFE round can usually be completed without SEC registration by relying on Regulation D (most often Rule 506(b) or 506(c)) and documenting a clean “private offering” process. Delaware startups frequently use SAFEs to raise pre-seed capital, but loose solicitation, sloppy investor onboarding, or tax missteps can create avoidable exposure. This article outlines a […]

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How to Draft a Delaware LLC Operating Agreement That Protects Founders During a Future Investor Dilution Round

How to Draft a Delaware LLC Operating Agreement That Protects Founders During a Future Investor Dilution Round

A Delaware LLC operating agreement can pre-wire anti-dilution protections, preemptive rights, and manager consent rules to preserve founder control in the next priced round. Delaware’s contract-first LLC statute gives founders unusually broad flexibility to allocate voting, economics, and fiduciary duties by agreement. This article explains the key clauses, investor-facing pitfalls, and drafting examples that help

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