Insights

Do you want your startup to expand and become a major player in your industry? If so, you will most likely need to seek capital from outside investors to help you build infrastructure and fulfill orders.

On April 13, 2026, President Trump signed into law the Small Business Innovation and Economic Security Act, which reauthorized the Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR) programs.  These programs are Small Business Administration-sponsored initiatives intended to encourage small business contractors to conduct early-stage research and development (R&D) and help foster technological innovation related to U.S. government needs across several federal agencies, including the Department of War, Department of Energy, National Aeronautics and Space Administration, and National Institutes of Health.  SBIR/STTR are sometimes referred to as “America’s Seed Fund.”  Consistent with that characterization, SBIR contractors performing in the defense and technology space are often the focus of venture capital and private equity interest and investment.

On December 17, 2025, the U.S. Food and Drug Administration (FDA) issued a request for information (RFI) on a proposal designed to help the FDA engage more directly with innovative, venture-backed companies focused on biotechnology, medical devices, AI, and regulatory technology.[i]The RFI includes 19 questions, with responses due by 2:00 p.m. ET on January 18, 2026.

Although the Supreme Court’s 2014 decision in Alice v. CLS Bank and its progeny affected the issuance and enforcement of software patents and led to a major shift in U.S. patent policy, software patents still have value today and such protection therefore should be pursued.

Deciding that it might be time to explore a sale of a family or founder owned business can be an intimidating task, but what can make it even more daunting is being unprepared for what comes next. This article sets forth the high-level steps that should be taken early on ahead of any merger or acquisition event (whether it be assets sale, equity sale, merger, or otherwise) for such businesses to ensure as smooth of a sale as is possible. Some of the items below are steps to take to protect your business, others are proactive steps that potential buyers will generally want to see, but all are generally best market practices.

The Securities and Exchange Commission (SEC) has issued a no-action letter providing interpretive guidance on the verification of accredited investor status in offerings conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. Rule 506(c) permits issuers to engage in general solicitation or advertising in private offerings, provided that all purchasers are accredited investors and the issuer takes “reasonable steps” to verify the accredited status of all investors. The no-action letter introduces a streamlined approach, stating that, absent contrary indications known to the issuer, reliance on sufficiently high minimum investment thresholds—coupled with specific written representations from purchasers—may satisfy the verification requirement.

On December 17, 2024, the Department of Defense (DOD) published a final rule amending the Defense Federal Acquisition Regulation Supplement (DFARS) to implement the data rights portions of the Small Business Innovation Research Program (SBIR) and Small Business Technology Transfer (STTR) Program Policy Directive, which itself was most recently amended in May 2023.  The changes from this final rule will be effective as of January 17, 2025. 

The Securities and Exchange Commission announced on August 23, 2023 that they have adopted new rules under the Investment Advisers Act of 1940 which call for greater transparency for investors who invest in private funds. While some of these rules will make investing with registered investment advisers clearer, others will make the world of venture capital a bit more challenging.

In its long-awaited decision in Slack Technologies, LLC v. Pirani, 598 U.S. ___, No. 20-200 (June 1, 2023), the Supreme Court ruled that the tracing requirement of Section 11 of the Securities Act of 1933 applies to suits brought by investors in direct listings. Although the ruling definitively resolves an ambiguity in the statutory text, it leaves the door open to adverse consequences for both companies and investors in direct listings.

While forming a new entity is generally quite easy, corporate structure and tax considerations play a fundamental role in a startup’s ability to raise capital. Prospective investors have expectations for how a “venture backable” business (i.e., a business with the potential to generate significant returns with a potentially high valuation) is to be organized under state law and classified for income tax purposes. However, the fundamental question for founders is: what actually makes the most sense for the business? Here we briefly discuss four structures for forming a new business and their tax classifications: (1) a state law corporation classified as a C corporation; (2) a state law corporation classified as an S corporation; (3) a limited liability company (“LLC”) classified as either a C corporation or an S corporation; and (4) an LLC classified as a sole proprietorship or partnership.

On July 28, 2020, the National Venture Capital Association (NVCA) released updates to its model legal documents for use in VC financing transactions (the NVCA Agreements). The NVCA Agreements have become the industry standard equity financing documents for Series A financings and beyond, and are used by startups, VC investors and lawyers in Silicon Valley and elsewhere. Prior to this round of updates, the NVCA Agreements were last updated in October 2019 and January 2018.