Delaware Court Rules that Stockholder Right to Inspect Books is a Matter of “Internal Affairs”

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On August 13, 2020, the Delaware Court of Chancery issued an opinion in JUUL Labs, Inc. v. Grove, holding that a stockholder could not use Section 1601 of the California Corporations Code to inspect the books and records of a Delaware corporation because the “internal affairs doctrine” dictated that Delaware law must apply. The case arose when Daniel …Read more

Understand Federal and State Securities Laws Before Raising Money

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The applicability of the federal securities laws is remarkably broad. The Securities Act of 1933 defines a “security” to include stock, bonds, notes, fractional undivided interests in oil, gas and other mineral rights, and “investment contracts.” The Supreme Court analyzed such contracts in the Howey case to mean investments in a common enterprise with an …Read more

Crowdfunding Investment Opportunities Now Available

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Let the crowdfunding begin! Monday May 16, 2016, was the first day that crowdfunding under Title III of the JOBS Act could be used by companies to raise money via the Internet. Below are links to a few of the portals that have been authorized by the SEC to serve as intermediaries in these transactions. …Read more

Crowdfunding for Businesses and Impact of Government Regulations

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Crowdfunding is a new and evolving fundraising tool social entrepreneurs use to raise money for their ideas and causes via the Internet. If regulated correctly, crowdfunding could become a powerful alternative method that for-profit entrepreneurs could use to raise capital to support a wide range of ventures and business models. To encourage the use of …Read more

Asset Purchase Transaction: Pros & Cons

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The advantages to the buyer of purchasing assets, as opposed to buying stock, can be considerable. First, with an asset purchase transaction, as opposed to a stock sale, a buyer can go a long way toward eliminating the risk of being saddled with the target’s company’s unwanted and unknown liabilities. Second, if the target company …Read more