What is vesting acceleration?

Vesting acceleration is the concept of speeding up the vesting of a person’s equity under specific conditions. Two main types are “single-trigger acceleration” and “double-trigger acceleration.” Single-trigger acceleration allows a portion of a person’s unvested equity to vest when a single condition, or trigger, is met. A common trigger is the company’s acquisition. In this […]

What is stock vesting and what is typical?

Stock vesting is a legal and risk management tool by which a person gradually earns the right to keep their equity in a company. Equity typically “vests” over a set time period, known as a “vesting schedule,” or upon meeting other contractually defined criteria. The company is entitled by contract to buy back or reclaim […]

What is a registered agent?

Delaware corporate law requires that corporations have both a registered office and a registered agent within the state. The registered agent and office address must be listed in the corporation’s certificate of incorporation, and this information is public. The registered agent is expected to be available during regular business hours to accept service of process […]

What does “fully diluted capitalization” mean?

“Fully diluted capitalization” refers to the total number of a company’s outstanding shares, options, warrants, and other convertible securities. This total is calculated as if all these securities were fully exercised or converted into the most basic unit of shares. For a Delaware corporation, this basic unit is usually the company’s common stock. The fully […]

Foley Represents Boviet Solar in Acquisition of First US Production Facility

Foley & Lardner LLP recently represented Boviet Solar Technology Co., Ltd. (Boviet Solar) in the acquisition of its first North American production facility in Greenville, North Carolina. The firm also assists Boviet with corporate, labor and employment, immigration, and other matters related to establishing and operating in the U.S. Founded in 2013 in Vietnam, Boviet […]

How many shares should be authorized at incorporation?

When forming a new Delaware corporation, deciding the number of shares to authorize in the Certificate of Incorporation is important. The authorized shares are the maximum number of shares a corporation is permitted to issue under its Certificate of Incorporation. While this number can be changed later, doing so requires additional filings with the state. […]

What are the formation documents for a Delaware corporation?

Incorporating a corporation in Delaware involves preparing several formation documents. These outline the company’s structure, management, and operations. Importantly, a Certificate of Incorporation must be filed with the Delaware Secretary of State. The following offers a summary of the documents typically included in a Delaware corporation’s incorporation package. Upon forming the corporation, management should consult […]

What type of entity should I form and where?

For startups planning to seek venture capital financing in the United States, it’s often most beneficial to form a C-corporation in Delaware, regardless of the company’s headquarters location. The “C” in C-corporation refers to subchapter C of the United States Internal Revenue Code, the federal tax statute under which C-corporations are taxed. Delaware is favored […]