Resources
Mergers & Acquisitions
The process by which one company purchases another company, either through buying its shares or assets, thereby gaining control over its operations and assets.
A type of acquisition in which the buyer purchases specific assets and liabilities of a target company, rather than acquiring the company as a whole.
The comprehensive investigation and analysis conducted by a buyer to assess the legal, financial, and operational aspects of a target company before completing a transaction.
A provision in a purchase agreement where a portion of the purchase price is contingent upon the target company achieving certain performance milestones or financial targets after the acquisition.
An acquisition in which the target company’s management opposes the transaction, often leading to a direct bid to shareholders or other aggressive tactics by the acquiring company.
A preliminary agreement outlining the key terms and conditions of a proposed transaction between the buyer and the seller, serving as a basis for further negotiations.
A legal consolidation of two or more companies into a single entity, often resulting in the dissolution of one or more of the original companies.
A legal contract between parties involved in M&A negotiations, outlining the confidential information that will be shared and the restrictions on its use and disclosure.
Investment funds that pool capital from investors to acquire equity stakes in private companies, often with the goal of improving their performance and ultimately selling them for a profit.
A document filed with regulatory authorities and distributed to shareholders, containing information about a proposed transaction, including its terms, rationale, and potential impact on shareholders.
A transaction in which a private company acquires a publicly traded company, enabling the private company to become publicly traded without undergoing an initial public offering (IPO).
A legally binding contract between the buyer and the seller outlining the terms and conditions of the sale of shares in a company, including the purchase price, warranties, and representations.
The process by which a parent company separates a subsidiary or division into an independent entity, often by distributing its shares to existing shareholders or selling them to the public.
The potential benefits and cost savings that result from the combination of two companies in a merger or acquisition, such as increased market share, economies of scale, and enhanced operational efficiency.
A public solicitation by an acquiring company to purchase the shares of a target company directly from its shareholders, often at a premium to the current market price.
Intellectual Property
A form of protection granted to authors, artists, and creators of original works, including literary, artistic, musical, and dramatic creations, granting exclusive rights to reproduce, distribute, and perform their works.
A doctrine within copyright law that permits limited use of copyrighted material without permission from the copyright holder, typically for purposes such as criticism, commentary, news reporting, teaching, or research.
The unauthorized use, reproduction, distribution, or adaptation of intellectual property protected by law, constituting a violation of the rights of the IP owner and subject to legal remedies and enforcement actions.
Legal rights granted to creators and innovators to protect their intellectual creations and inventions, encompassing copyrights, patents, trademarks, trade secrets, and related rights.
A contractual arrangement between the owner of intellectual property rights (licensor) and another party (licensee) granting permission to use the IP in exchange for payment of royalties or other specified terms.
A form of intellectual property protection granted to inventors for new, useful, and non-obvious inventions or discoveries, conferring exclusive rights to make, use, sell, and import the patented invention for a limited period.
Works that are not protected by copyright law either because their copyright has expired, they were never eligible for copyright protection, or the copyright owner has voluntarily relinquished their rights.
The visual appearance or overall image of a product or packaging that serves as a source identifier and is protected under trademark law, typically encompassing features such as color, design, shape, and packaging.
A distinctive sign, symbol, logo, phrase, or word used to identify and distinguish the goods or services of one business from those of others, protected under trademark law to prevent consumer confusion and ensure brand recognition.
Confidential business information that provides a competitive advantage to its owner and is subject to reasonable efforts to maintain its secrecy, such as formulas, processes, customer lists, and proprietary data.
A form of intellectual property protection similar to a patent, granted for incremental inventions or improvements to existing products or processes, typically providing shorter and less rigorous protection than patents.
The process of evaluating whether a third party’s use of intellectual property constitutes infringement, involving a comparison of the allegedly infringing activity with the claims of the IP rights and relevant legal standards.
A formal written notice sent by the owner of intellectual property rights to a party engaging in infringing activities, demanding that they immediately stop the unauthorized use and potentially seeking compensation or other remedies.
The collection of intellectual property assets owned or controlled by an individual, business, or organization, including patents, trademarks, copyrights, and trade secrets, managed to maximize value and protection.
Legal proceedings involving disputes over intellectual property rights, such as infringement claims, validity challenges, licensing disputes, and enforcement actions, adjudicated in courts or through alternative dispute resolution mechanisms.
Employment Law
A doctrine in employment law that allows employers to terminate employees for any reason or no reason at all, provided the reason is not illegal, and employees are similarly free to resign at any time.
A contract negotiated between an employer and a labor union on behalf of employees, governing wages, benefits, working conditions, and other terms of employment.
Unfair treatment of employees or job applicants based on protected characteristics such as race, color, sex, age, religion, national origin, disability, or genetic information, prohibited by federal and state anti-discrimination laws.
A legally binding agreement between an employer and an employee that outlines the terms and conditions of employment, including duties, responsibilities, compensation, benefits, and duration of employment.
A federal law that establishes minimum wage, overtime pay, recordkeeping, and child labor standards for employees in the private and public sectors, administered by the U.S. Department of Labor.
Unwelcome conduct based on protected characteristics such as race, sex, religion, disability, or age that creates a hostile work environment or results in adverse employment actions, prohibited by federal and state anti-discrimination laws.
A contractual provision restricting an employee’s ability to compete with their employer by engaging in similar employment or starting a competing business for a specified period and within a certain geographical area after leaving employment.
Modification or adjustment to the work environment or job duties that enables an employee with a disability to perform the essential functions of their job, required by law under the Americans with Disabilities Act (ADA).
Adverse actions taken by an employer against an employee in response to the employee engaging in protected activity, such as filing a discrimination complaint, participating in an investigation, or asserting their legal rights.
A contract between an employer and an employee outlining the terms and conditions of separation from employment, including severance pay, benefits continuation, non-disparagement clauses, and waiver of legal claims.
A federal law that prohibits employment discrimination based on race, color, religion, sex, or national origin, applicable to employers with 15 or more employees, administered by the Equal Employment Opportunity Commission (EEOC).
Benefits provided to eligible individuals who are unemployed through no fault of their own, funded by employer payroll taxes and administered by state governments in accordance with federal guidelines.
Legal standards governing minimum wage, overtime pay, meal and rest breaks, and other aspects of compensation and working hours, established by federal and state laws such as the Fair Labor Standards Act (FLSA).
An employee who reports illegal, unethical, or unsafe activities or practices within their organization to authorities or regulatory agencies, protected from retaliation under various federal and state laws.
Insurance coverage that provides medical benefits, wage replacement, and other benefits to employees who suffer work-related injuries or illnesses, administered by state agencies in accordance with state laws.
Startup
An individual who provides capital to early-stage startups in exchange for ownership equity or convertible debt, typically offering mentorship and strategic guidance as well.
The process of self-funding a startup using personal savings, revenue generated by the business, or minimal external financing, allowing founders to maintain control and ownership without relying on outside investors.
A type of short-term debt instrument used in early-stage financing rounds, which converts into equity in the company upon the occurrence of specified events, such as a future equity financing round.
A plan formulated by startup founders and investors to realize returns on their investment, typically through an acquisition, merger, initial public offering (IPO), or other liquidity event.
A program or organization that provides resources, mentorship, and support services to early-stage startups, often in exchange for equity or a fee, with the goal of accelerating their growth and success.
A fundraising method used by blockchain startups to raise capital by issuing digital tokens or cryptocurrencies to investors in exchange for funding, with the tokens representing a stake or utility in the project.
A methodology for developing and managing startups based on the principles of rapid experimentation, validated learning, and iterative product development, aimed at reducing waste and maximizing efficiency.
The simplest version of a product or service that allows startup founders to test hypotheses, gather feedback from early adopters, and iterate based on user validation before investing significant resources.
A presentation comprised of slides outlining a startup’s business model, value proposition, market opportunity, team, and financial projections, used to pitch to potential investors or partners.
The phase in a startup’s growth trajectory characterized by rapid expansion of operations, customer base, and revenue, often requiring additional capital and resources to support the increased demand.
The initial capital raised by a startup from friends, family, angel investors, or early-stage venture capital funds to develop a prototype, validate the business model, and prepare for market entry.
A startup company valued at over $1 billion, typically based on its latest funding round or acquisition, symbolizing exceptional growth potential and market dominance within its industry.
Investment funds that provide capital to startups and early-stage companies in exchange for equity ownership, with the goal of achieving high returns through growth and eventual exit opportunities.
A mechanism that grants startup founders, employees, and advisors ownership rights over equity or stock options over time, typically contingent upon meeting certain milestones or remaining with the company for a specified period.tional efficiency.
One of the most renowned startup accelerators and seed funds in the world, offering a three-month program of mentorship, funding, and networking opportunities to early-stage startups in exchange for equity.
Contract Law
The final and unqualified expression of agreement to the terms of an offer, creating a binding contract between the parties.
Something of value exchanged between parties to a contract, such as money, goods, services, or a promise, forming the basis for a legally enforceable agreement.
The failure of a party to fulfill its obligations under a contract without a lawful excuse, giving rise to legal remedies and potential liability for damages.
The legal ability of parties to enter into a contract, typically requiring that they are of legal age, mentally competent, and not under duress or undue influence.
A contractual term that is essential to the performance of the contract, the breach of which may entitle the innocent party to terminate the contract and claim damages.
Something of value exchanged between parties to a contract, such as money, goods, services, or a promise, forming the basis for a legally enforceable agreement.
A response to an initial offer that introduces new or modified terms, constituting a rejection of the original offer and creating a new offer for acceptance.
Monetary compensation awarded to a party for losses suffered as a result of another party’s breach of contract or wrongful conduct, intended to restore the injured party to the position they would have been in had the contract been performed.
Terms that are not expressly stated in a contract but are nevertheless deemed to be part of the agreement based on custom, usage, or the parties’ intentions.
Pre-determined damages specified in a contract to be paid by a party in the event of a breach, intended to compensate the non-breaching party for foreseeable losses and avoid the need for litigation to determine damages.
A proposal by one party to another indicating a willingness to enter into a specific agreement on certain terms, capable of being accepted to form a binding contract.
The fulfillment of contractual obligations by the parties according to the terms and conditions of the agreement, typically resulting in the discharge of their respective duties under the contract.
Legal recourse available to parties in the event of a breach of contract, including damages, specific performance, injunctions, and rescission or cancellation of the contract.
A legal requirement that certain types of contracts must be in writing and signed by the parties to be enforceable, including contracts involving real estate, sales of goods over a certain value, and agreements that cannot be performed within one year.
The ending of a contractual relationship by mutual agreement of the parties, expiration of the contract’s term, fulfillment of contractual obligations, or breach of contract.
International Technology
The requirement imposed by certain countries or jurisdictions for data to be stored or processed within their borders, often motivated by concerns related to data privacy, security, and sovereignty.
A U.S. law that addresses copyright infringement on the internet by providing a framework for copyright owners to request the removal of infringing content from online platforms, while also offering safe harbor protections to internet service providers.
Commercial transactions conducted over the internet or other electronic networks, encompassing online retail, digital services, electronic payments, and other forms of electronic business activities.
The process of converting data into a secure form using cryptographic techniques to protect it from unauthorized access or interception during transmission or storage.
Legal regulations and restrictions imposed by governments on the export of certain technologies, products, or information deemed to have national security, foreign policy, or economic implications.
The branch of law that addresses legal issues related to technology, including data protection, cybersecurity, intellectual property, electronic commerce, and telecommunications.
Legal protections granted to creators and innovators for their intellectual creations and inventions, including patents, copyrights, trademarks, and trade secrets, enabling them to control and monetize their innovations.
Software distributed under a license that allows users to access, modify, and distribute the source code freely, subject to certain conditions such as attribution, redistribution, and derivative works.
An agreement between the European Union and the United States that facilitated the transfer of personal data from the EU to certified U.S. companies, providing a legal mechanism for compliance with EU data protection requirements until its invalidation by the European Court of Justice in 2020.
A software delivery model in which applications are hosted by a third-party provider and accessed by users over the internet on a subscription basis, eliminating the need for on-premises installation and maintenance.
The body of law that regulates communication technologies and networks, including telephone, internet, wireless, and satellite communications, addressing issues such as spectrum allocation, network neutrality, and access to communications services.
Confidential business information that provides a competitive advantage to its owner and is subject to reasonable efforts to maintain its secrecy, such as formulas, processes, customer lists, and proprietary data.
The movement of data across national borders or between different jurisdictions, subject to legal and regulatory requirements related to data protection, privacy, and security.
A policy established by the Internet Corporation for Assigned Names and Numbers (ICANN) for the resolution of disputes over domain names, allowing trademark owners to challenge domain registrations that infringe on their rights through a streamlined arbitration process.
A technology that enables users to create a secure and encrypted connection over a public network, such as the internet, allowing for secure access to resources and protection of privacy and data security.
