At Anderson P.C., we’re thrilled to announce that we now offer this innovative legal solution to startups. Our fractional GC services are designed to help founders focus on what they do best—building their business—while we handle the legal complexities. If you’re interested in learning more about how fractional General Counsel services can benefit your startup, contact us today.

Special committees have long been a cornerstone of corporate governance, particularly in situations involving conflicts of interest, significant transactions, or internal investigations. Their relevance persists, not just as a response to crises, but as a proactive measure to ensure transparency, fairness, and accountability in decision-making. As corporate transactions become more complex and scrutiny intensifies, the role of special committees remains indispensable.

In moments of crisis, such as allegations of misconduct or conflicts of interest, a company's board of directors must act decisively and transparently. One powerful tool at its disposal is the creation of a special committee to oversee internal investigations. This article explores the mechanics of drafting board resolutions to appoint such committees, leveraging insights and best practices from Anderson P.C., a boutique securities law firm specializing in governance and regulatory matters.

As we step into 2025, artificial intelligence (AI) continues to redefine corporate landscapes, becoming both an asset and a focal point for regulatory scrutiny. In September 2024, the Department of Justice (DOJ) announced a significant shift in its Evaluation of Corporate Compliance Programs (ECCP), highlighting the risks associated with AI technologies. For organizations, this move underscores an urgent need to integrate AI risk management into their compliance frameworks.

Establishing a hedge fund in the United States is a high-stakes, complex undertaking that requires not only a robust investment strategy but also a meticulous approach to legal and regulatory compliance. While the hedge fund world offers lucrative opportunities for those who succeed, it also comes with significant challenges. This handbook is designed to provide you with the most thorough, balanced, and actionable guide available on the internet, offering deep insights into each phase of the process. If you’re serious about starting a hedge fund, this is your essential roadmap.

In the U.S. securities framework, issuers often rely on exemptions like Regulation A and Regulation D to raise capital without registering their offerings. However, certain disqualifying events can bar a company from using these exemptions, particularly if there has been past misconduct involving the issuer, its officers, or significant shareholders. This guide will explore the disqualification rules for exempt offerings, when waivers may be available, and the factors that the Securities and Exchange Commission (SEC) considers when reviewing waiver requests.

A well-maintained cap table is the unsung hero of a successful startup. It’s not just a table—it’s a complete, precise, and evolving record of your company’s ownership structure, from shares and options to complex vesting schedules and SAFE notes. Your cap table reflects each owner’s economic interest, voting rights, and claim to future profits. And when managed correctly, it’s a core asset that keeps your company’s foundations rock-solid, allowing you to focus on growth without fear of surprises or costly fixes down the road.

Embarking on a new business venture is exhilarating, but success in today’s competitive market requires more than just a great idea. Laying the right legal and financial groundwork from the outset can mean the difference between thriving and merely surviving. From choosing the ideal business structure to safeguarding your intellectual property, the right decisions early on protect your assets, attract investors, and set your business on a path to sustainable growth. Here’s a roadmap of 15 critical legal and financial considerations that every entrepreneur should prioritize to create a solid foundation and inspire confidence in stakeholders.

For smaller companies and startups seeking to raise capital, encountering consultants or “finders” who promise to connect them with potential investors is common. While these individuals may offer valuable introductions, companies must carefully consider the legal framework surrounding these services. Engaging unregistered individuals in capital-raising activities can lead to regulatory and legal consequences that can jeopardize the success of the funding round and the company’s future growth. However, a legally compliant path exists for certain “finders” to operate without triggering registration as a broker-dealer.

In a recent enforcement action, the Securities and Exchange Commission (SEC) charged Destiny Robotics Corp., a start-up specializing in artificial intelligence (AI) and robotics, along with its founder and CEO, Megi Kavtaradze, for allegedly defrauding investors through false and misleading statements about the company’s operations and products.

For many entrepreneurs, raising capital is a necessary step toward building and scaling a successful business. However, raising capital isn’t just about convincing investors of your company’s potential—it’s also about navigating a complex web of federal and state securities laws. Failing to adhere to these regulations can result in serious consequences, ranging from penalties and rescission rights for investors to long-term barriers that impede your ability to raise funds down the road.

On September 9, 2024, the U.S. Securities and Exchange Commission (SEC) announced settlements with seven public companies for violations of whistleblower protections under Rule 21F-17 of the Securities Exchange Act of 1934. This latest enforcement action underscores the SEC's growing commitment to ensuring whistleblowers can report potential securities violations without fear of retaliation or obstruction. Companies are now called to reassess their policies to comply with these important protections.

On September 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced its intention to seek sanctions against Elon Musk, the CEO of Tesla and SpaceX and owner of X (formerly Twitter). This move comes in light of Musk’s failure to comply with a court order to testify regarding his $44 billion acquisition of Twitter. The implications of this case extend beyond Musk himself, raising significant questions about corporate governance, transparency, and the responsibilities of high-profile executives.

In the ever-evolving landscape of modern capital formation, the avenues available to entrepreneurs are both myriad and complex. Navigating the regulatory intricacies of Regulation A (Reg A), Regulation Crowdfunding (Reg CF), and Regulation D (Reg D) transcends mere compliance; it is a strategic imperative that can profoundly shape the trajectory of a business. Each regulatory framework not only delineates specific parameters regarding investor eligibility and funding caps but also carries distinct implications for ongoing disclosure and market engagement.

Determining whether an intermediary operates as a finder or an unregistered broker-dealer is a nuanced and fact-specific inquiry that can present significant challenges. For unwary entrepreneurs, corporate executives, and equity fund sponsors, the stakes are high; engaging a third party that inadvertently crosses the line into broker-dealer territory can result in serious regulatory repercussions.

The Securities and Exchange Commission (SEC) recently charged three former executives of the now-defunct digital pharmacy startup Medly Health Inc. with defrauding investors in a scheme that raised over $170 million. The charges underscore the SEC’s continued focus on corporate malfeasance, particularly within startups seeking capital from investors.