Fully Diluted

What does “fully diluted” mean? Generally, the statement refers to the complete ownership of all the issued and outstanding shares of common stock of a corporation taking into consideration the rights of holders of other classes to convert to common stock and the exercise of all common stock equivalents, like options. For example, 100 shares…

Forming a Stock Corporation

Forming A Stock Corporation

Thinking of starting a corporation?  This checklist gives you several issues to think about as you launch your new entity. A corporation exists because a state grants the entity a charter to exist following the filing of Articles of Incorporation (or in the case of Delaware a Certificate of Incorporation).  For example, the Virginia Code…

Raising Capital

Raising Capital – Existing Capital Structure

Deciding to raise private capital for your business initiates a process that, if successful, will conclude when the company makes several specific representations about its existing capital structure.  To get ready for capital raise, consider these important questions about your existing ownership:   Is there a stock or membership interest ledger? Have certificates of ownership…

letter of intent

Letter of Intent – Acquisitions

In case you’re thinking about buying a business — start with a letter of intent.   Most business transactions start with a conversation.  The parties discuss the deal, the terms, and perhaps the price. Then, they write it down. Whether the buyer or the seller, a letter of intent plays a fundamental role in structuring…

Non-Disclosure Agreements

Non-Disclosure Agreements

If you are getting ready to execute a confidentiality agreement (“CDA,” “NDA,” or nondisclosure agreement), several important issues require your attention.  If you are a small company preparing to execute a “big company” agreement, you may little ability to alter the agreement, so you simply need to under the terms and make a business decision…

Card Isle in the NRV Magazine

We are excited to announce Card Isle as our spotlighted client for the November/December 2015 issue of the New River Valley Magazine. Congratulations Card Isle on all your recent successes and promising future!   Our Disclaimer.  As a law firm, we have to be careful that we do not inadvertently create an attorney-client relationship. So,…