Rausa Russo Capital is the Venture & Capital Markets Practice of Rausa Russo Law, PLLC. There is no separate legal entity. Topic archives collect general informational content; nothing on these pages is legal, tax, or investment advice.
Tax
QSBS & Founder Tax
IRC Sections 1202, 1045, and 1244. The five-year clock, the active-business test, the gross-asset cap, the rollover, and the ordinary-loss counterpart.
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Financings
SAFEs & Priced Rounds
Post-money SAFE math, valuation cap mechanics, NVCA priced-round documents, term-sheet negotiation, and the dilution incidence founders consistently misjudge.
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Governance
Governance & Board
Board composition through the financing stages, fiduciary duties under In re Trados, DGCL Section 102(b)(7) exculpation, DGCL Section 144 conflicted-director procedure, and dual-class sunset provisions.
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IP
IP Assignment & PIIA
Founder IP assignment, employee and contractor PIIA architecture, work-for-hire under 17 U.S.C. Section 101, prior-employer risk, and the IP audit pre-financing diligence will run.
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Liquidity
M&A & Liquidity
Letters of intent, founder secondary transactions with QSBS rollover under IRC Section 1045, asset and stock purchase representation, distress and wind-down counsel, earn-out structuring.
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Securities
Securities Compliance
Rule 506(b) and 506(c) exemptions, Form D filings under 17 C.F.R. Section 230.503, Rule 701 compensatory grants, blue-sky filings, and the SEC private-fund rules in their post-Fifth-Circuit posture.
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