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Deal Attorney by Anthony Cerminaro · 12h ago

Not so SAFE?

Entrepreneurs may raise capital using a SAFE, or Simple Agreement for Future Equity. The SAFE is the brainchild of Y Combinator. The SAFE does not accrue interest and has no maturity date or...
Deal Attorney by Anthony Cerminaro · 1d ago

Shareholder Agreements in a Nutshell

Shareholder agreements, often referred to as “buy-sell” agreements, contain contractual rights and obligations between shareholders and the corporation to buy and sell stock, as well as othe...
Deal Attorney by Anthony Cerminaro · 2d ago

Crowdfunding Updates

The SEC recently issued a white paper and updated its explanation for investors of securities-based crowdfunding. Crowdfunding generally refers to a financing method in which a startup or sm...
Deal Attorney by Anthony Cerminaro · 4d ago

Pennsylvania Fraudulent Transfer Law

A fraudulent conveyance is a transfer of a debtor's property made within two years before the filing of a bankruptcy petition (or other time limit set by state law) for which the debtor rece...
Deal Attorney by Anthony Cerminaro · 5d ago

Adversarial vs Principled Negotiation

Negotiations may be conducted as an adversarial process, with each side presenting and defending its positions or as a collaborative process in which the mutuality of interests and problem s...
Deal Attorney by Anthony Cerminaro · 5d ago

Delaware M&A Checklist

From PLI’s Course Handbook Advanced Doing Deals 2005Mergers and Acquisitions - A Delaware ChecklistTable of ContentsI. FIDUCIARY STANDARDS A. The Business Judgment Rule Is The Touchstone For...
Deal Attorney by Anthony Cerminaro · 6d ago

Cyber-Security Due Dilgence

"Mergers and acquisitions due diligence has long been a critical tool for uncovering and protecting against key risks in a transaction. In our data-driven economy, cyber-risk must not be ove...
Deal Attorney by Anthony Cerminaro · 6d ago

The Deal of a Lifetime

In this article, originally published in the Pittsburgh Legal Journal, I explain the legal aspects of buying or selling a business concluding that: "Legal considerations permeate all aspects...
Deal Attorney by Anthony Cerminaro · 1w ago

How to Deal with Difficult Negotiators

Here are some highlights from a free report called Dealing with Difficult People available from the Program on Negotiation at Harvard Law School. The report details three types of hard barga...
Deal Attorney by Anthony Cerminaro · 1W ago

What's In a Non-Agreement?

In this article, originally published in the Pittsburgh Technology Council's TEQ Magazine, I explain some of the legal considerations involved in signing employment contracts, nondisclosure,...