Liquidity events come in many shapes: founder secondary tenders, full-company asset and stock sales, recapitalizations, founder buyouts, distress and wind-downs. The Capital practice supports founders and sponsors on transactional structure, the post-deal cap-table mechanics, the tax-aware planning that preserves QSBS treatment where possible, and the negotiation points that determine actual outcomes for the operating team.
The pieces below collect every Capital insight, guide, and quarterly story on M&A, founder liquidity, and Section 1045 rollover.
Insight
What Is QSBS and How Do Founders Qualify?
Section 1045 rollover into replacement QSBS within 60 days of a sale where the holder has held for more than six months but less than five years. The answer to the year-four sale problem.
Capital Guide
Term Sheets, Annotated
Drag-along rights with reasonable threshold and customary carve-outs; double-trigger acceleration on change of control with appropriate "good reason" definition; ROFR and Co-Sale on founder transfers.
Foundational Guide
Setting Up a Venture: Formation, Capitalization, and Term Sheets
The In re Trados framework for sale negotiations where preferred-stock waterfall meets common-stock fiduciary duties. Section 102(b)(7) exculpation and its limits. Drag-along architecture and the post-sale acceleration of unvested stock.
Capital Guide
Studio Engagements
Recap and cleanup paths when a passive studio stake needs restructuring before institutional capital. Services Agreement amendment with sunset, studio equity buyback or vesting reset, IP assignment cleanup, and the wholesale recap option.