Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

…ith the beginnings of this on my firm's website with a "Startup Law 101 Series"). Here are a few of the good resources in this area: 1. The Miller book mentioned in OP ( Lifecycle of a Technology Company ) is actually quite good, with a strong focus on Delaware law. This work had its genesis in a multi-volume work prepared by lawyers at Morse, Barnes-Brown & Pendleton, PC, a prominent Massachusetts firm. As written originally by multiple lawyers, it was accurate, in-depth, and pedantic. When repackaged for Wiley as the Lifecycle book, it was much streamlined and became eminently more readable. Lots of good detail here - very helpful for entrepreneurs. 2. Constance Bagley and Craig Dauchey, The Entrepreneur's Guide to Business Law - Ms. Bagley is a former Bingham McCutchen partner who went on to gain distinction at Harvard Business School.…

…orp by mistake if you violate any of the restrictions. It can't get simpler than that :) Regarding the tax event during any M&A, I quote the following from Levin's book "Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions" (page 301.2.2): "An S corporation is a corporation and hence can acquire another corporation or be acquired by another corporation in a tax-free Code S368 reorganization. In contrast, a partnership or LLC can not be a party to a tax-free reorganization."