Wilmington Startup Attorneys & Lawyers

Key Takeaways

• Anti dilution rights protect early investors from ownership and value dilution if new shares are issued at a lower price.
• There are two main types: weighted-average and full ratchet provisions.
• Anti dilution protection enhances investor confidence and can improve a startup’s fundraising ability.
• Founders should understand how these provisions impact ownership, voting rights, and future fundraising flexibility.
• Not all anti dilution protections are favorable to common shareholders, especially full ratchet clauses.

Anti-Dilution provision is a clause that gives an investor the right to maintain the same percentage ownership of a company by purchasing a proportional amount of shares in the future when securities are issued.

Dilution: What Is It?

To understand what “anti-dilution” is, you must fi

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Key Takeaways:

• Definition and Importance: Right of first offer (ROFO) allows a specified party to make the first bid when an asset is being sold or leased, reducing market listing times and brokerage fees for sellers while giving holders a prime opportunity to acquire.
• Real Estate and Business Use: ROFO is common in commercial real estate and business sales, particularly beneficial in tenant-landlord and business partnership scenarios.
• Legal Considerations: Clearly defined terms in a ROFO contract, including time

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Key Takeaways

• Form S-3 is a streamlined SEC registration form allowing eligible U.S. companies to register securities more efficiently than Form S-1.
• Companies must meet registrant and transaction requirements, including U.S. incorporation, timely SEC filings, and specific public float thresholds.
• Form S-3 benefits include faster access to capital markets, reduced disclosure burdens, and forward incorporation of SEC reports.
• Failure to file timely Form 8-K or Exchange Act reports can suspend Form S-3 eligibility for 12 months.
• If ineligible, companies often revert to Form S-1, which involves more extensive disclosures and longer SEC review timelines.

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Key Takeaways

• Unfair competition includes deceptive business practices like false advertising, trade secret theft, trademark infringement, and reverse passing off.
• Both federal (e.g., Lanham Act, FTC regulations) and state laws govern unfair competition.
• Legal remedies may include monetary damages, injunctive relief, or even criminal charges in extreme cases.
• Courts consider factors like intent, duration of misconduct, and financial harm when awarding penalties.
• Preventive measures like trademarks, NDAs, and employee training help protect businesses.
• State-specific unfair competition laws can vary widely and may provide broader protections than federal law.

What Is Unfair Competition?

Unfair competition occurs when another company uses wrong or deceptive business practices to gain a competitive advantage. The major category of unfair competition relates to intentional confusion of customers as to where t

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